/raid1/www/Hosts/bankrupt/TCR_Public/210326.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, March 26, 2021, Vol. 25, No. 84
Headlines
110 WEST PROPERTIES: Selling All Assets to CME for $22 Million
37 CALUMET: Seeks to Use Bridge Loan's Cash Collateral
5 STAR PROPERTY: $190K Sale of Winter Haven Property to Rivers OK'd
5 STAR PROPERTY: $375K Sale of Haven Property to Cody Approved
ACER THERAPEUTICS: Signs Collaboration & License Deal for ACER-001
AI AQUA: Moody's Assigns B2 Rating to New $100M Delayed Term Loan
ALEXANDER D. LEE: $3.3M Sale of Lighthouse Point Property Approved
ALEXANDER D. LEE: $30K Sale of 2010 Lexus LX 570 to CarMax Approved
ALEXANDER D. LEE: $80K Sale of Goods and Tables to Lamb Approved
ALTA EQUIPMENT: Moody's Assigns First Time B2 Corp Family Rating
APP REALTY: Case Summary & 4 Unsecured Creditors
ARAMARK SERVICES: Debt Extension No Impact on Moody's Ba3 CFR
ARCHDIOCESE OF SANTA FE: Hires SVN to Auction Off Real Property
ARCHDIOCESE OF SANTA FE: Seeks Approval to Hire Real Estate Broker
ARETE LAND: $1.5 Million Sale of Four Parcels to WEP LLC Approved
AT HOME GROUP: Incurs $149.7 Million Net Loss in Fiscal 2020
AT HOME GROUP: Registers 3.7M Shares Under Equity Incentive Plan
AUGUSTA INVESTMENTS: Gets Cash Collateral Access Thru April 22
AVENTURA HOTEL: Seeks to Hire Genovese Joblove as Legal Counsel
AYTU BIOPHARMA: Issues 102,759 Common Shares to CVR Holders
BAINBRIDGE UINTA: Vendera Buying Substantially All Assets for $35M
BAYTEX ENERGY: Moody's Affirms B2 CFR & Alters Outlook to Stable
BERNARD L. MADOFF: Client Ordered to Pay Back $3M in Fake Profits
BETA MUSIC: Auction of Substantially All GCH Assets Set for May 6
BV GLENDORA: Seeks to Hire Jeffrey S. Shinbrot as Legal Counsel
CARBONLITE HOLDINGS: Sets Bidding Procedures for Sale of All Assets
CBL PROPERTIES: Can't Exit Bankruptcy Before Nov. 1, Says Lawyer
CHARLES A. PHILLIP: Selling Anderson County Property for $950K
CHARM HOSPITALITY: April 28 Plan Confirmation Hearing Set
CHESAPEAKE ENERGY: Reaches $1.9 Million Wetlands Pollution Deal
CHRISTINE SKANDIS: Trustee Selling Property in Bangor for $225K
CLEAR INVESTIGATIVE: Seeks Court Approval to Hire Accountant
CLEARPOINT NEURO: Incurs $6.8 Million Net Loss in 2020
CLEVELAND BIOLABS: Incurs $2.4 Million Net Loss in 2020
COMFORT CARE: Case Summary & 20 Largest Unsecured Creditors
CONGERS PHARMACY: Wins Cash Collateral Access on Final Basis
DEA BROTHERS: Seeks to Hire Financial Relief as Legal Counsel
DEWIT DAIRY: $10.15-Mil. Sale of Properties to Oak Valley Approved
DGWB VENTURES: Perez Buying Substantially All Assets for $6-Mil.
DOLPHIN DINER: Case Summary & 2 Unsecured Creditors
DR. EDUARDO GONZALEZ: Case Summary & Unsecured Creditor
DW PRODUCTIONS: Gets Cash Collateral Access Thru April 23
E-Z GENERAL & ROOFING: May Use Cash Collateral on Interim Basis
EASTERDAY RANCHES: Committee Hires Dundon as Financial Advisor
ECOARK HOLDINGS: Stockholders Elect Five Directors
EHT US1: Blank Rome, Brown Rudnick Represent Equity Holders
EL BUCANERO: Seeks Court Approval to Hire Accountant
ENKOGS1, LLC: Gets Cash Collateral Access Thru April 22
ENTERTAINMENT CINEMAS: Seeks to Hire William S. Gannon as Counsel
FARR BUILDERS: Selling Chevy Silverado to Crestwind for $11.8K
FATEMEH H. AZIZIAN: Daughter Buying El Verano Property for $3M
FIELDWOOD ENERGY: BP Says Disclosures Not Adequate
FIELDWOOD ENERGY: Cox Says Disclosures Lack Key Information
FIELDWOOD ENERGY: Reserves Objections to Amended Disclosures
FIELDWOOD ENERGY: RLI Says Plan Inherently Unconfirmable
FIELDWOOD ENERGY: Says Disclosure Infirmities Not Remedied
FREDDY SIDI, JR.: Fonsecas Buying Miami Property for $1.395-Mil.
GAMESTOP CORP: Incurs $215.3 Million Net Loss in Fiscal 2020
GAMESTOP CORP: Signs Separation Agreement with CCO Frank Hamlin
GATEWAY REST: Case Summary & 12 Unsecured Creditors
GIRARDI & KEESE: Girardi Wife Seeks First Dibs on Mansion Money
GLACIAL MATERIALS: Claims Will be Paid from D&H Royalty Payments
GLEN S. SHORT: Selling 50-Acre North Vernon Parcel for $1.8K/Acre
GLOBAL EAGLE: Completes Sale to Apollo, Other Lenders
GREENSILL CAPITAL: Case Summary & 20 Largest Unsecured Creditors
H&R PROPERTY: Seeks to Hire Friedman Real as Real Estate Broker
HERMELL PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
HIDALGO EMERGENCY: Auction of Substantially All Assets on April 2
HIDALGO EMERGENCY: Sets Auction and Sale Process for All Assets
HORTON INVESTMENTS: April 6 Hearing on Clarke County Property Sale
HURLEY MEDICAL: Moody's Affirms Ba1 on $82MM Outstanding Debt
INTEGRO PARENT: Moody's Lowers CFR to Caa1, Alters Outlook to Neg.
J&J VENTURES: Moody's Assigns 'B2' CFR & Rates $575M Term Loan 'B2'
J.C. PENNEY: March Store Closings Delayed to May
JET REAL ESTATE: Seeks April 15 Hearing on Del Mar Property Sale
JET REAL ESTATE: Seeks to Shorten Time for Notice & Hearing on Sale
JET REAL ESTATE: Zambon Buying Del Mar Property for $1.6 Million
JUSTICE OIL: Case Summary & 30 Largest Unsecured Creditors
KNOTEL INC: $70 Million Sale of All Assets to Digiatech Approved
LARRY FREDERICK: $2.22-Mil. Sale of Martinsburg Properties Approved
LARRY FREDERICK: Private Sale of Cove Lane for $900K Confirmed
LATAM AIRLINES: Taps Boston Consulting as Strategic Advisor
LD HOLDINGS: Moody's Affirms B1 CFR on Improved Profitability
LE TOTE: Court Okays Lord & Taylor's Business Wind Down
LEGENDS GOLF: Trustee's $2M Sale of Assets to Winter Garden Okayed
LIONS GATE: Moody's Assigns B3 Rating to $1BB Unsecured Notes
LTI HOLDINGS: Moody's Upgrades CFR to B3 on Robust Cash Flow
MARRONE BIO: Incurs $20.2 Million Net Loss in 2020
MED PARENTCO: Moody's Hikes CFR to B3 on Improved Performance
MERITAGE COMPANIES: C & N Buying North Ogden Property for $798K
MICHAEL F. RUPPE: Knust Buying Randolph Property for $720K Cash
MOUTHPEACE DENTAL: Sets Bidding Procedures for Sale of All Assets
NINE POINT: Hearing on Bid Procedures for All Assets on April 8
NN INC: Completes $265 Million Financing
NORTHERN EXPOSURE: Seeks to Hire Giddens Mitchell as Legal Counsel
NOSTALGIA FAMILY: Gets Cash Collateral Access on Final Basis
NPC INTERNATIONAL: Completes Sale of Assets to Flynn, Wendy's
NUZEE INC: Prices Underwritten Public Offering of $12.5M Units
OMNIQ CORP: Reports $1M Expanded Project With Marketing Provider
ORGANON & CO: Moody's Assigns Ba2 CFR, Outlook Stable
PARADOX ENTERPRISES: April 5 Deadline for Amended Disclosures
PDG PRESTIGE: Seeks to Hire Weycer Kaplan as Legal Counsel
PEAKS FITNESS: Seeks Cash Collateral Access Thru June 11
PEELED INC: Seeks to Hire Archer & Greiner as Legal Counsel
PETIQ LLC: Moody's Assigns First Time B3 Corp. Family Rating
PHYTO-PLUS: Seeks Cash Collateral Access
PULMATRIX INC: Incurs $19.3 Million Net Loss in 2020
PURDUE PHARMA: Sackler Opioid Lawsuits Paused for Month
R. EDGE CONTRACTING: Taps Kushnick Pallaci as Special Counsel
RALPH M. BONHAM: Lyells Buying Pueblo County Property for $295K
RAWHIDE RESOURCES: Case Summary & Unsecured Creditor
REAL ESTATE RECOVERY: YUCCA Buying Crestline Property for $82.5K
RESTORENATIONS INC: Case Summary & 4 Unsecured Creditors
RICHARD C. ANGINO: Sale of Harrisburg Property for $1.6-Mil OK'd
RICHARD YOUNG: Trustee Selling Island 66 Hunting Unit for $170K
SHINKUCASI LLC: Lilith Seleika Buying Naples Property for $275K
SINTX TECHNOLOGIES: Incurs $7 Million Net Loss in 2020
SKLAR EXPLORATION: May 28 Plan Confirmation Hearing Set
SUMMIT FINANCIAL: Trustee Selling Plantation Property for $1.6M
TIMBER PHARMACEUTICALS: Incurs $15.1 Million Net Loss in 2020
TOUCHPOINT GROUP: Signs $5M Standby Equity Commitment Agreement
TRI-STATE PAIN: Creditors' Committee Opposes Disclosures
TRI-STATE PAIN: Creditors' Committee Says Disclosures Insufficient
TRI-STATE PAIN: TIAA Commercial Says Plans Unconfirmable
TRI-STATE PAIN: Wells Fargo Says Plan Not Confirmable
TRI-STATE PAIN: Wells Fargo Says Plans Not Filed in Good Faith
TROIANO TRUCKING: Trustee's Modified APA on All Assets Sale Okayed
UNIQUE CASEWORK: Seeks Cash Collateral Access
US REAL ESTATE: Trustee Selling Real Property in Dayton, Ohio
US REALM POWDER: Seeks Approval to Hire Litigation Solutions
VANTAGE POINT: May 20 Plan Confirmation Hearing Set
VIDEO RIVER: Signs Non-Binding LOI to Form JV With Lingstar
VISTAGEN THERAPEUTICS: Acuta Capital Reports 8.4% Equity Stake
VYCOR MEDICAL: Accepts Resignation of Two Directors
WASHINGTON MUTUAL: 3rd Cir. Won't Rehear Challenge to $72M Deal
WHO DAT?: Seeks to Hire Lugenbuhl Wheaton as Legal Counsel
WORK & SON: Wins Confirmation of Chapter 11 Plan
WR GRACE: Moody's Lowers CFR to Ba3 on Albemarle Acquisition
[*] American Lawyer Names Nancy Mitchell a "Dealmaker of the Year"
[*] BDO Says Retail Bankruptcies Slow Down But Trouble Remains
[*] Washington Court OKs Plan Exculpation & Release Provisions
*********
110 WEST PROPERTIES: Selling All Assets to CME for $22 Million
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110 West Properties LLC asks the U.S. Bankruptcy Court for the
Central District of California to authorize the sale of
substantially all assets to Criscione-Meyer Entitlement for $22
million, free and clear of all liens, claims and encumbrances.
A hearing on the Motion is set for April 6, 2021, at 1:00 p.m. via
ZoomGov.
The Debtor's assets are comprised of the following parcels of real
property ("Property"):
Parcel Number Street Address Approximate Parcel
Size
5137-022-017 1313-1337 W. 11th Place 37,525
5137-023-001 1334 W. 11th Place 6,230
5137-023-003 1324 W. 11th Place 6,230
5137-023-007 1333 W. 12th Street 6,240
5137-023-008 1329 W. 12th Street 6,241
5137-023-009 1327 W. 12th Street 6,241
Debtor 110 West has spent numerous months (if not years) trying to
sell their properties and to resolve its dispute with parties who
previously sought to purchase their properties. After extensive
negotiations, Debtor 110 West and the prior purchasers/related
individuals and entities have come to an agreement.
The Debtor now ask the Court's approval of: (1) the Real Property
Purchase and Sale Agreement and Escrow Instructions, where the
Debtor proposes to sell substantially all of its assets (i.e. the
Debtor's real property) free and clear of all liens, claims and
encumbrances, to one of the prior purchasers, CME, a limited
liability company cell of ATCAPM, LLC, a Delaware limited liability
company, a Delaware series parent, for $22 million; and (2) the
Mutual Release, where the Debtor and the prior purchasers/related
individuals and entities propose to provide mutual releases related
to claims arising from their prior contemplated sale transaction,
which would result in the dismissal of Adversary Proceeding Case
No. 2:20-AP-01008-NB, along with dismissal of certain claims in
Adversary Proceeding Case No. 2:20-AP-01012, including claims
against the Debtor and all derivative claims brought by Tarzana
Crossing, A Merchant Faire, LLC on behalf of the Debtor 110 West.
Shamrock Parking, Inc.leases the Properties for operation of a
commercial parking facility pursuant to a certain lease.
The Properties secure a loan in the principal amount of $7.8
million obtained by the Debtor. On Sept. 1, 2017, the Debtor and
ZB, N.A., doing business as California Bank and Trust ("CB&T"),
entered into a Business Loan Agreement, whereby the Debtor obtained
a $7.8 million loan. In connection with the Agreement, the Debtor
executed a secured Promissory Note payable to CB&T in the amount of
$7.8 million. The Note provided for a maturity date of Sept. 1,
2020.
The obligations under the Note are secured by a "Deed of Trust and
Fixture Filing," which included the Properties, along with a
Commercial Security Agreement and Assignment of Deposit Agreement.
On March 27, 2020, CB&T filed a Proof of Claim in the amount of at
least $7,069,772.26; thereafter on or about May 1, 2020, CB&T
transferred all of its right, title, interest in connection with
its Proof of Claim to Fairview Loans IV, LLC.
Pursuant to an appraisal completed by BBG, Inc. in July 2020, the
market value of the Properties is $22 million.
On June 14, 2017, the Debtor, Thirteen Twenty, LLC, individual
tenants in common known collectively as the 1330 TIC Group, a
tenancy in common group ("Prior Sellers") entered into a certain
Real Property Purchase and Sale Agreement and Escrow Instructions,
as amended nine times with Dos Cabezas Properties, LLC, and CME
("Prior Buyers") for the sale of the Properties, along with two
other properties owned by 1320 LLC and 1330 TIC.
The Prior Buyers made the following deposits and loans: (a)
Deposit(s) of $1.3 million; (b) Extension Deposits totaling
$277,500; and (c) loans to the Debtor totaling $114,000 ("Prior
Buyers' Deposits").
The Prior Sale, however, did not close. An affiliate of the Prior
Buyers, Third Day Nipoma, LLC ("TDN") purchased certain adjacent
property commonly known as 1318 W. 11th Place, Los Angeles, CA
90015 ("TDN Property”). TDN subsequently lost title of the TDN
Property via foreclosure.
On Dec. 14, 2018, Tarzana, an entity with a membership interest in
the Debtor, directly and derivatively on behalf of the Debtor
brought a lawsuit in the Superior Court for State of California,
County of Los Angeles, Case No. 18STCV08801 against the Debtor, RU,
LLC, the former manager of the Debtor during the relevant time
period, Dos Cabezas, CME, Michael Criscione, Michael Meyer, and
First American Title Co., based on allegations related to the Prior
Sale, including RU's relationship with Michael Criscione.
On Sept. 26, 2019, Tarzana filed its operative second amended
complaint and asserted, among other things, derivative claims on
behalf of the Debtor.
On June 17, 2019, the Prior Buyers filed a cross-complaint against
all of the Prior Sellers and others and on Aug. 29, 2019 filed its
operative first amended cross-complaint for breach of contract,
specific performance of the Prior Purchase Agreement, breach of
good faith and fair dealing, fraud in the inducement (against
Richard K. Ullman and Ian Hunter related to the purchase of the TDN
Property), unjust enrichment and unfair business practices.
On June 21, 2019, the Prior Buyers filed five lis pendens against
the Properties, which were entitled "Notice of Pendency of Action:
1. [Code of Civil Procedure Section 405.20]" with the Official
Recorder's Office, Los Angeles County, California.
On Jan. 2, 2020, Dos Cabezas and Criscione filed a proof of claim
in the amount of $1.5 million, for alleged breach of contract,
specific performance, breach of covenant of good faith and fair
dealing, fraud, unjust enrichment, and unfair business practices
("Dos Cabezas/Criscione Proof of Claim," Claim No. 2-1). Dos
Cabezas, CME, Criscione, and Meyer also filed Omnibus Objections to
certain proof of claims filed in the Bankruptcy Case.
On Jan. 22, 2020, Tarzana removed the State Court Action (or part
of it) to the Court, which was assigned Adversary Proceeding Case
No. 2:20-AP-01012 ("Tarzana AP"). The Prior Buyers filed a motion
to remand the State Court Action in the Tarzana AP, which remains
pending.
On Jan. 16, 2020, the Prior Buyers, Criscione and Meyer initiated
an adversary proceeding, Case No. 2:20-AP-01008-NB, against the
Debtor, alleging claims of nondischargeability of debt pursuant to
11 USC 523(a)(2)(A) and actual fraud pursuant to California Civil
Code 1572. On May 7, 2020, upon the Debtor's motion to dismiss,
the Court, among other things, dismissed the two causes of action
and granted leave to amend a claim permitted by U.S.C. 700. On
July 17, 2020, the Prior Buyers, Criscione and Meyer filed a First
Amended Adversary Complaint For “Action To Determine the
Validity, Priority or Extent of Interest In Property 11 U.S.C.
7001(2) and Declaratory Judgment Under 11 U.S.C. 7001(9)," based on
allegations related to the Prior Sale. The Prior Buyers AP remains
pending.
On Aug. 25, 2020, Dos Cabezas filed a Motion to Dismiss the Chapter
11 bankruptcy case along with other related briefs, and the Debtor
filed responses and other related filings in opposition to the
same. Dos Cabezas' Motion to Dismiss remains pending. Dos
Cabezas has also filed Omnibus Objections to the Debtor's Motion
for Entry of Order Authorizing the Debtor to Retain and Compensate
Professionals Utilized by the Debtor in the Ordinary Course of
Business and the Debtor's Application to Employ and Compensate BBG,
Inc. as Appraiser ("OCP/BBG Motions").
Since the Court's approval of the Debtor's employment of Colliers
International, Colliers has been working to market and to try to
sell the Properties. The Debtor has not been contacted by any
potential buyer offering to purchase its Properties for any amount
at or over $22 million.
The Debtor desires to sell to CME for $22 million its Property,
defined as: (i) the Debtor’s real property (or the Properties)
along with all of its right, title and interest in and to all
easements, rights and privileged appurtenant thereto, including any
right, title and interest of the Seller in and to adjacent streets,
alleys, or rights of way, together with all of the Seller's right,
title and interest in and to all improvements, structures,
equipment and fixtures currently located on or under the land, and
all of the Debtor's right, title and interest in and to all
tangible personal property, if any, located on affixed to or
pertaining to the Property and used in connection with the
ownership, operation or maintenance of the Property, and all
intangible property, if any, owned or held by the Seller that
pertains to the ownership, maintenance, use or operation of the
Property pursuant to the Purchase Agreement.
The other salient terms of the Purchase Agreement, which is subject
to the Court's approval provide:
(i) certain releases to be provided by the Debtor, the Prior
Buyers, Criscione and Meyer as set forth in the Mutual Release;
(ii) the Proposed Sale (but not the Mutual Release) is
contingent upon the Buyer obtaining and funding a $10 million
"Senior Loan" on or before the Closing Date that: (a) does not
exceed 12% interest per annum; (b) permits the proposed Deed of
Trust in favor of the Debtor and provide the Debtor with notices of
default and permit the assumption by the Debtor in the event of the
Buyer's default ("Financing Contingency");
(iii) the Financing Contingency is to be deemed satisfied
only by the Buyer receiving an Unconditional written commitment not
to exceed the $10 million Senior Loan amount;
(iv) the Buyer will have until the 60th day after the
Execution Date to complete its review of the Property all in
accordance with Article 3 of the Purchase Agreement, Feasibility
Review Period;
(v) CME to deposit into Escrow at least one (1) business day
prior to the Closing Date: (a) the $10 million obtained/funded via
the Senior Loan as referenced in in subparagraph (ii); (b) a
promissory note for the remaining Purchase Price, in the
approximate amount of $12 million dollars, at a rate of 3% per
annum, in favor of the Debtor with the loan due in full in 24
months, on the anniversary of the Effective Date; (c) a Deed of
Trust covering the Property in favor of the Debtor; and (d) a
guaranty made by Michael Meyer and Teton Financial Membership
Series, LLC - Aurora Insurance Managers - Series 8; and
(vii) the Debtor at the Close of Escrow to cause the Title
Company to issue and deliver to the Buyer an ALTA standard coverage
form policy of title insurance at standard rates, with liability
and limits in the amount of the Purchase Price, insuring title of
the Property as vested in the Buyer in fee simple absolute, subject
only to the Permitted Exceptions.
The members of the Debtor voted on the Proposed Sale; approximately
70.42% of the membership interest have voted in favor of the
Proposed Sale. In connection with the closing of the Proposed
Sale, the Debtor seeks authority to pay directly from escrow the
secured loan obligations of over $7 million to Fairview Loans IV,
LLC, the property taxes owed on the Properties for Fiscal Years
2019-2021 in the approximate amount of at least $369,695.27 along
with transfer taxes.
The Debtor is a limited liability company, i.e. a pass-through
entity for tax purposes such that there are no tax consequences.
It estimates that there will be property transfer taxes in the
amount of $123,200: $24,200 to the County of Los Angeles and
$99,000 to the City of Los Angeles.
In connection with the Proposed Sale of the Debtor's Property to
CME, the Debtor desires to enter into a mutual release with the
Prior Buyers, Criscione, and Meyer, which is not contingent upon
the closing of the Proposed Sale. The parties' settlement has been
memorialized in a Mutual Release.
The Proposed Sale meets the business judgment standard because it
satisfies the sound business purpose, reasonable and fair value,
good faith and notice requirements. The Debtor has not been
contacted by any potential over-bidder and it is in its business
judgment that there are no viable alternative purchasers. See
Smith Declaration. The consideration to be received by the estate
include, among other things: $22 million, a release of the $1.5
million Dos Cabezas/Criscione Proof of Claim, a release of the
Prior Buyer’s claims for the return of certain deposits and
loans, totaling $1,691,500, dismissal of certain claims raised in
the Tarzana AP/State
Court Action, and dismissal of the Prior Buyers AP. It is the best
path forward for maximizing recoveries to the estate, as it will
result in payment of the highest amount offered for the Debtor's
Property, sufficient to satisfy the secured Loan obligations of
over $7 million to Fairview and the unpaid property taxes of over
$369,000 with amounts remaining for the estate. Therefore, the
Debtor submits that the Proposed Sale should be approved pursuant
to Sections 105(a) and 363(b) of the Bankruptcy Code.
The Debtor's goal is to efficiently administer the estate for the
benefit of the creditors. An expedient conclusion to proceed with
the Proposed Sale pursuant to the Purchase Agreement will inure to
the benefit of the estate and its creditors by limiting any
continuing liabilities associated with the Property or the pending
lawsuits. For these reasons, the Debtor submits that ample cause
exists to justify a waiver of the 14-day stay imposed by Bankruptcy
Rule 6004(h).
A copy of the Agreement is available at
https://tinyurl.com/4fder6d3 from PacerMonitor.com free of charge.
About 110 West Properties LLC
110 West Properties, LLC, a privately held company in Los Angeles,
filed a voluntary Chapter 11 petition (Bankr. C.D. Cal. Case No.
19-24048) on Nov. 29, 2019. The petition was signed by Richard K.
Ullman, Sr. of RU, LLC, manager of the Debtor.
At the time of the filing, the Debtor disclosed assets of between
$10 million and $50 million and liabilities of the same range.
Judge Neil W. Bason oversees the case. Dykema Gossett LLP is the
Debtor's legal counsel.
37 CALUMET: Seeks to Use Bridge Loan's Cash Collateral
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37 Calumet Street, LLC asks the U.S. Bankruptcy Court for the
Eastern District of Massachusetts for authority to use cash
collateral in which Bridge Loan Venture V QV Trust 2019-2 asserts
an interest, through May 30, 2021.
The Lender holds a first mortgage on the Real Estate. As of the
Chapter 11 filing date, the balance claimed due by the Lender is
$2,406,691.98.
The Debtor seeks to collect monthly rental income from the Real
Estate. The Lender is asserting a security interest in the Rental
Income.
As adequate protection for the position of the Lender, the Debtor
seeks authority to grant to the Lender a rollover lien in the
Rental Income generated by the Real Estate.
In compliance with MLBR 4001-2(a), the Debtor says:
(1) the Debtor requires the use of all its income generated by this
Real Estate on a monthly basis;
(2) the Rental Proceeds will be used to pay day to day current
operating expenses for the Real Estate including insurance, taxes
and water and sewer that are necessary for the preservation of this
Real Estate;
(3) The amount of debt owed to the creditor claiming an interest in
the collateral is as in the approximate amount of $2,406,691.98.
(4) The value of the collateral in its present condition is
scheduled as $1,845,000 which is the municipal tax valuation.
There is one judicial lien on the Real Estate totaling
approximately $21,000.
A full-text copy of the motion is available for free at
https://bit.ly/2P6epyf from PacerMonitor.com.
About 37 Calumet Street, LLC
37 Calumet Street LLC filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No.
20-12253) on Nov. 19, 2020. The petition was signed by Patricia
Hounsell, its manager. At the time of filing, the Debtor disclosed
$1 million to $10 million in both assets and liabilities.
Judge Frank J. Bailey oversees the case.
Gary W. Cruickshank, Esq., serves as the Debtor's counsel.
5 STAR PROPERTY: $190K Sale of Winter Haven Property to Rivers OK'd
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Judge Catherine Peek McEwen the U.S. Bankruptcy Court for the
Middle District of Florida authorized 5 Star Property Group, Inc.'s
sale of the real property located at 2625 Avenue S NW, in Winter
Haven, Florida, more particularly described as Inwood Unit 3 PB 9
PG 7A 7B 7C S13/ 24 T28 R25 Lots 544 & 545, to Joe Rivers for
$190,000.
A hearing on the Motion was held on March 11, 2021.
The sale is "as is" and free and clear of any liens, claims,
interests, encumbrances, and security interests of any kind.
The liens of any secured creditors, including DSRS, LLC, Raymond
Rairigh, Sr., and the Polk County Tax Collector, will attach to the
proceeds from the sale to the same extent, validity, and priority
as existed against the property.
The Debtor is authorized to pay all liens and all ordinary and
necessary closing expenses, excluding broker's fees, normally
attributed to a seller of real estate at closing. The Broker's
fees will not be paid until further order of the Court.
The net sale proceeds, after payment of the secured claims and
closing costs, will be held in trust by the Debtor's counsel until
further order of the Court regarding the distribution of the net
sale proceeds.
The Debtor will provide a copy of the closing statement from the
sale of the property to the office of the United States Trustee
within five days of the closing date.
The 14-day stay required under Bankruptcy Rule Section 6004(h) is
waived.
About 5 Star Property Group, Inc.
5 Star Property Group, Inc. sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
20-07801) on Oct. 20, 2020, listing under $1 million in both
assets
and liabilities. Buddy D. Ford, Esq. at BUDDY D. FORD, P.A.
represents the Debtor as counsel.
5 STAR PROPERTY: $375K Sale of Haven Property to Cody Approved
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Judge Catherine Peek McEwen the U.S. Bankruptcy Court for the
Middle District of Florida authorized 5 Star Property Group, Inc.'s
sale of the real property located at 4130 Country Club Road South,
in Winter Haven, Florida, more particularly described as The Lakes
of Region PB 100 PGS 25 & 26 Lot 31, to Shanell Cody for $375,000.
A hearing on the Motion was held on March 11, 2021.
The sale is "as is" and free and clear of any liens, claims,
interests, encumbrances, and security interests of any kind.
The liens of any secured creditors, including Raymond Rairigh, Sr.,
the Polk County Tax Collector, and Roger & Jeanie Fitzpatrick will
attach to the proceeds from the sale to the same extent, validity,
and priority as existed against the property.
The Debtor is authorized to pay all liens, and all ordinary and
necessary closing expenses, excluding broker's fees, normally
attributed to a seller of real estate at closing. The Broker's
fees will not be paid until further order of the Court.
The net sale proceeds, after payment of the secured claims and
closing costs, will be held in trust by the Debtor's counsel until
further order of the Court regarding the distribution of the net
sale proceeds.
The Debtor will provide a copy of the closing statement from the
sale of the property to the office of the United States Trustee
within five days of the closing date.
The 14-day stay required under Bankruptcy Rule Section 6004(h) is
waived.
About 5 Star Property Group, Inc.
5 Star Property Group, Inc. sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
20-07801) on Oct. 20, 2020, listing under $1 million in both
assets
and liabilities. Buddy D. Ford, Esq. at BUDDY D. FORD, P.A.
represents the Debtor as counsel.
ACER THERAPEUTICS: Signs Collaboration & License Deal for ACER-001
------------------------------------------------------------------
Relief Therapeutics Holding AG and Acer Therapeutics Inc. have
entered into a collaboration and license agreement for worldwide
development and commercialization of ACER-001. ACER-001 is a
proprietary powder formulation of sodium phenylbutyrate (NaPB)
designed to be both taste-masked and immediate release.
Under the terms of the CLA, Acer will receive an approximately $10
million cash payment within 15 business days of CLA execution
(originally $14 million, to be offset by repayment of the $4.0
million outstanding balance of the prior loan, plus interest, from
Relief to Acer). Relief will also pay Acer up to $20 million in
U.S. development and commercial launch costs for the UCDs and MSUD
indications. Acer will retain development and commercialization
rights in the U.S., Canada, Brazil, Turkey, and Japan. The
companies will split net profits from Acer's territories 60%:40% in
favor of Relief. In addition, Relief has licensed the rights for
the rest of the world, where Acer will receive from Relief a 15%
royalty on all revenues received in Relief's territories. Acer may
also receive a total of $6 million in development milestone
payments following the first European (EU) marketing approvals for
UCDs and MSUD.
Jack Weinstein, chief financial officer and treasurer of Relief,
said, "We are excited to continue moving forward with the Acer team
to develop and commercialize ACER-001 around the globe to address
important unmet needs for patients suffering from these rare
diseases. This collaboration is an important step in Relief's plan
to build a diversified late-stage pipeline beyond our lead
candidate, RLF-100, which is currently in development for the
treatment of respiratory illnesses due to COVID-19 infection. We
are pleased to have been able to conclude this agreement, as the
advanced stage of development and market opportunity with ACER-001
make this compound a perfect fit for Relief's strategy."
Chris Schelling, Acer's CEO and Founder, said, "Our collaboration
with Relief will provide important resources and additional
expertise to advance the development of ACER-001 toward our goal of
bringing this product candidate to patients suffering from UCDs and
MSUD. We look forward to partnering with the team at Relief to
advance this program and to potentially provide a much-needed
treatment option for patients with these rare and debilitating
diseases."
An ACER-001 pre-NDA meeting with the U.S. FDA is scheduled to occur
in the second quarter of 2021. Acer expects to receive official
meeting minutes approximately 30 days after the meeting.
ACER-001 is an investigational product being studied for the
treatment of patients with UCDs and MSUD and has not been approved
by the U.S. FDA or any regulatory agency outside the U.S. for any
indication. There can be no assurance that if submitted, a New
Drug Application or equivalent will be accepted by the U.S. FDA or
any other regulatory agency for filing and review or, if filed,
that it will be approved.
Acer Therapeutics
Acer Therapeutics -- http://www.acertx.com-- is a pharmaceutical
company focused on the acquisition, development and
commercialization of therapies for serious rare and
life-threatening diseases with significant unmet medical needs.
Acer's pipeline includes four clinical-stage candidates: emetine
hydrochloride for the treatment of patients with COVID-19; EDSIVO
(celiprolol) for the treatment of vascular Ehlers-Danlos syndrome
(vEDS) in patients with a confirmed
type III collagen (COL3A1) mutation; ACER-001 (a taste-masked,
immediate release formulation of sodium phenylbutyrate) for the
treatment of various inborn errors of metabolism, including urea
cycle disorders (UCDs) and Maple Syrup Urine Disease (MSUD); and
osanetant for the treatment of induced Vasomotor Symptoms (iVMS)
where Hormone Replacement Therapy (HRT) is likely contraindicated.
Each of Acer's product candidates is believed to present a
comparatively de-risked profile, having one or more of a favorable
safety profile, clinical proof-of-concept data, mechanistic
differentiation and/or accelerated paths for development through
specific programs and procedures established by the FDA.
Acer Therapeutics reported a net loss of $22.88 million for the
year ended Dec. 31, 2020, compared to a net loss of $29.42 million
for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company
had $14.61 million in total assets, $6.39 million in total
liabilities, and $8.22 million in total stockholders' equity.
BDO USA, LLP, based in Boston, Massachusetts, issued a "going
concern" qualification in its report dated March 1, 2021, citing
that the Company has recurring losses and negative cash flows from
operations that raise substantial doubt about the Company's ability
to continue as a going concern.
AI AQUA: Moody's Assigns B2 Rating to New $100M Delayed Term Loan
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to AI Aqua Merger
Sub, Inc.'s (Culligan) proposed $100 million delayed draw first
lien term loan due December 2023. All other ratings for the company
remain unchanged including Culligan's B3 Corporate Family Rating.
The outlook is unchanged at stable.
The proposed $100 million delayed draw first lien term loan will be
available for 12 months and Moody's expects the delayed draw term
loan will be used to fund future tuck-in acquisitions. Concurrently
with the proposed delayed draw term loan, the company is also
repricing approximately $665 million of existing first lien term
loan debt. The repricing improves the company's liquidity because
of the anticipated lower interest rate and lower pro forma cash
interest expense. The proposed transaction is leverage neutral and
Moody's estimates the company's debt/EBITDA financial leverage at
around 6.7x as of the fiscal year end December 31, 2020.
Culligan's good geographic diversification helped mitigate COVID
related pressures in the EMEA region, which were offset by strong
operating results in the Americas segment, the company's largest.
For the fourth quarter of 2020 the company reported a slight
year-over-year decline in organic revenue and adjusted EBITDA (as
per management calculation, otherwise stated) on a consolidated
basis. Culligan's Americas region reported organic revenue and
adjusted EBITDA growth of 12% each, driven by higher sales in
drinking water filtration, while EMEA reported declines of -13% and
-18% respectively, driven by continued weakness in the region due
to COVID related restrictions. However, including recent
acquisitions the company reported total revenue and adjusted EBITDA
growth of 21% and 24% respectively for the same period, with EBITDA
margin benefiting from favorable mix and cost controls. Moody's
expects organic revenue growth in the high-single-digits to
low-teens range and continued EBITDA margin expansion in fiscal
2021, supported by continued economic recovery in the Americas and
easing of COVID related restrictions in EMEA and APAC regions. As a
result, Moody's project the company's debt/EBITDA leverage will
gradually improve to below 6.5x over the next 12-18 months.
Assignments:
Issuer: AI Aqua Merger Sub, Inc.
Gtd Senior Secured 1st Lien Delayed Draw Term Loan, Assigned B2
(LGD3)
LGD Adjustments:
Issuer: AI Aqua Merger Sub, Inc.
LGD Gtd Senior Secured 2nd Lien Bank Credit Facility, Adjusted to
(LGD6) from (LGD5)
RATINGS RATIONALE
Culligan's B3 CFR reflects the company's high financial leverage,
weak quality-of-earnings, aggressive growth through acquisition
strategy that pressures free cash flow generation, and the
relatively short history of operating at its current scope with
revenue almost tripling since the December 2016 leverage buyout.
Culligan's financial leverage is high with debt/EBITDA at around
6.7x for the fiscal year-end period December 31, 2020, and
including pro forma credit for acquisitions and related expenses,
and synergies. The company's aggressive growth through acquisitions
strategy adds volatility to leverage and results in large amounts
of ongoing pro forma add-backs to reported EBITDA. Moody's
estimates the company's pro forma debt-to-EBITDA leverage on a
reported basis is in excess of 8x. Furthermore, a material portion
of these add-backs involve cash flows that weaken free cash flow,
and the magnitude of the gap between reported and the company's
adjusted results create sizable variation around projected credit
metrics and free cash flow. As the company integrates acquisitions
and grows in scale, a reduction in future acquisition related costs
should support positive free cash flow on an annual basis and a
reduction in reported debt-to-EBITDA leverage below 7.0x over the
next 12-18 months.
Culligan's rating also reflects the company's strong market
position, segment diversification bolstered by the Quench segment
purchased in March 2020, the high level of recurring revenue, and
good geographic diversification. Both the legacy Culligan and
Quench businesses have strong market positions in the residential
and office drinking water markets, respectively. Around 60% of the
company's revenue is recurring in nature, which offers earnings
visibility and also supports the credit profile. The sponsor
financial support through partial equity funding of acquisitions
helps to somewhat mitigate the integration, leverage and cash flow
risks of the transactions, and the rating also reflects Moody's
expectation that this financial support will continue. Culligan's
adequate liquidity reflects its relatively healthy cash balance of
$246.8 million and access to an undrawn $225 million revolving
credit facility due 2025 as of December 31, 2020, and a lack of
meaningful near term maturities until 2023, which provides
financial flexibility as the company executes its growth through
acquisitions strategy over the next year. Governance factors
primarily consider the company's aggressive financial policies,
including its high financial leverage, and its aggressive growth
through acquisition strategy, somewhat offset by its sponsor
financial support through partial equity funding of acquisitions.
The B2 rating on the company's first lien term loans reflects these
facilities priority position in the pledged collateral relative to
the company's $304 million second lien term loan (rated Caa2).
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's expectations that the company
will continue to profitably grow its revenue scale, and will
generate positive free cash flow on an annual basis over the next
12-18 months. The stable outlook also reflects Moody's expectations
that the company will continue execute its acquisition strategy
prudently with minimal disruption both operationally and to credit
metrics with continued support from its financial sponsors.
Ratings could be upgraded if the company sustainably achieves
strong organic revenue and EBITDA growth with a narrowing gap
between reported US GAAP and management-adjusted results
(particularly EBITDA). To be upgraded, the company would also need
to reduce and sustain debt/EBITDA below 5.5x, generate meaningfully
positive free cash flow, adhere to financial strategies that
support credit metrics at those levels, and maintain good
liquidity.
Ratings could be downgraded if the company's operating performance
weakens, financial policies become more aggressive, or debt/EBITDA
is sustained above 7.0x. The ratings could also be downgraded if
the company fails to generate positive free cash flow on an annual
basis or liquidity deteriorates.
Headquartered in Rosemont, Illinois, AI Aqua Merger Sub, Inc. (dba
Culligan) through its subsidiaries operates as a global
manufacturer and distributor of water treatment products and
services for household, commercial and industrial applications. AI
Aqua Merger Sub, Inc. is a wholly-owned subsidiary of Al Aqua Sarl
(Parent and Guarantor). The company is private and majority owned
by Advent International, and it does not disclose its financial
information. Culligan's revenue for fiscal year end December 31,
2020 was over $1.3 billion.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
ALEXANDER D. LEE: $3.3M Sale of Lighthouse Point Property Approved
------------------------------------------------------------------
Judge Scott M. Grossman of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Alexander Dong Lee's sale
of the real property located at 2420 NE 33rd Street, in Lighthouse
Point, Broward County, Florida, to John Graham Lamb for $3.3
million, in accordance with the terms and conditions of Contract,
the Motion, and the Assignment.
A hearing on the Motion was held on March 10, 2021, at 10:30 a.m.
The sale is free and clear of all liens, claims and encumbrances,
with any liens, claims, and encumbrances to attach to the sale
proceeds.
The Wife, Deanne Lee, will execute a joinder in the deed
transferring the Real Property.
Additionally, the Closing of the sale of the Real Property will be
completed within 90 days of the entry of the Order.
At closing, the Debtor is authorized to pay Chase Bank, the first
mortgage lienholder, in full subject to a proper payoff quote. The
payment of the indebtedness to Chase Bank will be applied by Chase
Bank in accordance with the underlying loan documents.
Contemporaneous with the Assignment by First United of the Note and
Liens to Furr, to hold in trust pending further order of the Court,
First United will be paid, for and on behalf of the Debtor, an
amount equal to the balance due and owing on the Note as of the
Closing Date (approximately $1,864,444.45). In addition to holding
the Note and Liens in trust, Mr. Furr will also hold any payments
received form the Borrower on the Note in trust, pending further
order of the Court.
All net cash proceeds from the sale of the Property, in excess of
the amounts paid to Chase Bank and First United Bank, will be paid
to the Debtor's counsel, Mr. Furr, to hold in trust as designated
homestead proceeds, pending further order of the Court.
Within 14 days of the Closing Date, First United shall, in
accordance with the terms of the Assignment, deliver the entire
loan file for this particular loan to Wife's counsel, James P.
Moon, to hold in trust, pending further order of the Court.
The Court is making no determination regarding the ownership rights
of the parties to the Real Property, Note and Liens, Note Payments,
POC #46, and/or to the Net Sale Proceeds, which determinations will
be made by the Family Court.
At the Closing, the Debtor is authorized to pay the real estate
brokers their commissions from the sales proceeds.
The stay requirement enumerated in Federal Rule of Bankruptcy
Procedure Rule 6004(h) is expressly waived, and this order will not
be subject to an automatic 14-day stay. Notwithstanding anything
contained in Federal Rule of Bankruptcy Procedure Rules 6004, 6006
or 6007 to the contrary, the order will be final, effective and
enforceable immediately upon entry.
Alexander Dong Lee sought Chapter 11 protection (Bankr. S.D. Fla.
Case No. 20-21594) on Oct. 23, 2020. The Debtor tapped Robert
Furr, Esq., as counsel.
ALEXANDER D. LEE: $30K Sale of 2010 Lexus LX 570 to CarMax Approved
-------------------------------------------------------------------
Judge Scott M. Grossman of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Alexander Dong Lee's sale
of his 2010 Lexus LX 570, a four-door sport utility vehicle, VIN
JTJHY7AX3A4049958, to CarMax for $30,000, in accordance with the
offer to purchase set forth in the Sale Motion.
The sale is in the best interest of the estate.
The Debtor is authorized to execute any and all documents necessary
to consummate the sale. He is further authorized to take the
actions necessary to complete the sale.
The Court will retain jurisdiction of the matter to enforce the
terms of the Order.
Alexander Dong Lee sought Chapter 11 protection (Bankr. S.D. Fla.
Case No. 20-21594) on Oct. 23, 2020. The Debtor tapped Robert
Furr, Esq., as counsel.
ALEXANDER D. LEE: $80K Sale of Goods and Tables to Lamb Approved
----------------------------------------------------------------
Judge Scott M. Grossman of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Alexander Dong Lee's sale
to John Graham Lamb of the following that are located at 2420 NE
33rd Street, in Lighthouse Point, Broward County, Florida: (i)
goods and furnishings for $45,000, and (ii) the Wyland Dolphin
Coffee Table and Wyland Dolphin Side Table for $35,000.
A hearing on the Motion was held on March 10, 2021, at 10:30 a.m.
From the closing, the Debtor's wife, Deanne Lee, will be paid one
half of the proceeds as a co-owner of the furnishings and the
Debtor will maintain his proceeds in his DIP account. The Court is
making no determination to the rights of the parties to the
proceeds which is a matter for the Texas divorce Court.
The stay requirement enumerated in Federal Rule of Bankruptcy
Procedure Rule 6004(h) is expressly waived, and the Order will not
be subject to an automatic 14-day stay. Notwithstanding anything
contained in Federal Rule of Bankruptcy Procedure Rules 6004, 6006
or 6007 to the contrary, the Order will be final, effective and
enforceable immediately upon entry.
Alexander Dong Lee sought Chapter 11 protection (Bankr. S.D. Fla.
Case No. 20-21594) on Oct. 23, 2020. The Debtor tapped Robert
Furr, Esq., as counsel.
ALTA EQUIPMENT: Moody's Assigns First Time B2 Corp Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Alta
Equipment Group Inc. ("Alta" NYSE: ALTG), including a B2 corporate
family rating, a B2-PD probability of default rating, and a B3
rating to its newly proposed senior secured second lien notes
offering, and an SGL-3 speculative grade liquidity rating. The
rating outlook is stable.
Alta will use the proceeds from the notes together with $35 million
of floorplan financing and $21 million of ABL borrowings on an
unrated $350 million ABL facility expiring in 2026, to refinance
the company's existing debt obligations and for general corporate
purposes.
"Alta Equipment's initial ratings assignment benefits from
relatively conservative pro forma financial leverage of roughly 3.5
times, but near-term acquisition risk is high with the company
executing eight acquisitions since going public via a SPAC
transaction in early 2020," said Brian Silver, a Moody's Vice
President and lead analyst for Alta Equipment Group.
RATINGS RATIONALE
Alta's credit profile reflects its modest size for a distributor
that does not have national scale with annual pro forma revenue of
roughly $1 billion. The company has also been operating for a very
short period of time at its current scale, with acquisitions being
the primary driver behind 2020 pro forma revenue nearly doubling
relative to 2019. Alta also has supplier concentration risk with
40% of its new equipment, rental fleet, and replacement parts
coming from two suppliers (Hyster-Yale and Volvo). Alta also has a
service and parts business which provides revenue during the sharp
cycles affecting equipment sales and rentals, and Moody's
anticipates Alta will seek to expand these service businesses.
Alta has low margins and Moody's anticipates moderately negative
free cash flow in 2021 resulting in large part from increasing
funds from operations being more than offset by capital investment
and working capital needs. Alta's aggressive acquisition appetite
is also expected to continue. The company's portfolio also includes
a number of commodity oriented products, most notably lift trucks
and construction equipment, that have long useful lives which could
periodically pressure demand.
However, Alta's credit profile benefits from moderate pro forma
financial leverage of 3.5 times debt-to-EBITDA that Moody's
anticipates will remain relatively flat at the end of 2021. The
company also has healthy customer diversification with a growing
presence as a consolidator in the construction and materials
handling dealer distribution space. Its position is strengthened by
primary dealer agreements with over 30 original equipment
manufacturers (OEM) act as a barrier to entry by granting Alta
exclusive distribution rights in its territories for new OEM
equipment and replacement parts. Also, Alta's status as an
authorized dealer of new equipment and OEM parts and services for
Hyster-Yale in materials handling and Volvo in construction serves
as a competitive advantage for the company.
Alta will maintain adequate liquidity as reflected in the company's
speculative grade liquidity rating of SGL-3, supported in large
part by access to a $350 million ABL facility that expires in 2026.
Moody's expects the company to have moderately negative free cash
flow of about $10-$20 million in 2021. Although primarily a
distributor, Alta's rental business engages in the sale of used
rental equipment, and consistent with the rental equipment
companies, Moody's adjust the financials to include these proceeds
in free cash flow.
Cash balances will be limited at the close of the transaction and
are expected to remain modest for the foreseeable future as the
company reinvests in the business while pursuing acquisitions. Alta
also must adhere to a springing minimum fixed charge coverage ratio
of 1 time when excess availability is less than 10% of the ABL
commitment ($35 million). In addition, Alta pays out $3 million
annually for preferred dividends which is not expected to
increase.
The stable outlook reflects Moody's view that Alta will organically
grow its topline in the mid-single-digits while gradually improving
profitability such that leverage gradually improves and approach
the low 3 times debt-to-EBITDA range over the next 12-18 months.
Moody's believes Alta has relatively low environmental risk as the
company is an equipment distribution and rental company as opposed
to a manufacturer. Moody's also believes Alta faces low social
risk, as employee safety and environmental health issues have not
been a limiting factor in Alta's performance over the years, and
Moody's expect the trend to continue over the long-term. Alta is
publicly traded and must adhere to public listing standards of the
NYSE. Also, the CEO has been in place for the last 12 years and is
the son of the founder.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Alta profitably grows its size and
scale, debt-to-EBITDA is sustained below 3 times, and
EBITA-to-interest is sustained above 2 times. In addition, Alta
will need to have at least good liquidity prior to an upgrade.
The ratings could be downgraded if there is a dissolution of the
partnership with either key OEM Hyster-Yale or Volvo, Moody's
expects debt-to-EBITDA will exceed 4 times, or EBITA-to-interest is
sustained below 1 time or if the company is unable to make progress
generating free cash flow and profits. In addition, if the
company's liquidity materially weakens for any reason, or the
company makes a large, debt funded acquisition, the ratings could
be downgraded.
The following rating actions were taken:
Assignments:
Issuer: Alta Equipment Group Inc.
Corporate Family Rating, Assigned B2
Probability of Default Rating, Assigned B2-PD
Speculative Grade Liquidity Rating, Assigned SGL-3
Senior Secured 2nd Lien Notes, Assigned B3 (LGD5)
Outlook Actions:
Issuer: Alta Equipment Group Inc.
Outlook, Assigned Stable
The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.
Headquartered in Livonia, Michigan, Alta Equipment Group Inc.
("Alta" NYSE: ALTG) is primarily a distributor for over 30 original
equipment manufacturers, with its key customers being Hyster-Yale
in materials handling and Volvo in construction. In addition to
offering sales of new and used equipment that accounts for nearly
half of annual revenue, Alta also offers rentals, parts and
services for the maintenance and repair of used equipment, and
equipment design and consulting services. The company is publicly
traded on the NYSE after completing a SPAC merger in 2020, and is
currently in the process of refinancing its debt capital structure.
Alta generated 2020 revenue of more than $1 billion pro forma for
recent acquisitions.
APP REALTY: Case Summary & 4 Unsecured Creditors
------------------------------------------------
Debtor: APP Realty LLC
4650 W Fullerton Ave
Chicago, IL 60639
Business Description: APP Realty LLC is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: March 24, 2021
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 21-03839
Judge: Hon. Lashonda A. Hunt
Debtor's Counsel: Joyce W. Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Tel: (972) 503-4033
E-mail: joyce@joycelindauer.com
Total Assets: $1,226,027
Total Liabilities: $1,028,763
The petition was signed by Paras Sharma, manager.
A copy of the Debtor's list of four unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/UY6MNDA/APP_Realty_LLC__ilnbke-21-03839__0002.0.pdf?mcid=tGE4TAMA
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/U62T3DY/APP_Realty_LLC__ilnbke-21-03839__0001.0.pdf?mcid=tGE4TAMA
ARAMARK SERVICES: Debt Extension No Impact on Moody's Ba3 CFR
-------------------------------------------------------------
Moody's Investors Service said that Aramark Services, Inc.'s
announced plan to extend the final maturity date of one of its
senior secured US dollar term loans to 2028 from 2024 is prudent
debt maturity management and a positive credit development. The
amount of outstanding secured debt will remain about $4.1 billion.
Aramark also intends to extend the maturity dates of its senior
secured non-US dollar term loans and revolving credit facility to
2026 from 2023. The extended debt maturity profile increases
Aramark's financial flexibility, especially from the revolver
extension. However, the interest rate on each extended part of the
senior secured credit facility remains subject to market conditions
and could be higher than the rate Aramark currently pays.
Therefore, given the balance of positive and negative factors, the
ratings, including the Ba3 corporate family rating and Ba2 senior
secured ratings, as well as the stable outlook, remain unchanged at
this time.
Aramark, based in Philadelphia, PA, is a provider of food and
related services to a broad range of institutions and the second
largest provider of uniform and career apparel in the United
States. Moody's expects fiscal 2021 revenue of around $13 billion.
ARCHDIOCESE OF SANTA FE: Hires SVN to Auction Off Real Property
---------------------------------------------------------------
The Roman Catholic Church of the Archdiocese of Santa Fe asks the
U.S. Bankruptcy Court for the District of New Mexico to authorize
it to employ SVN Auction Services, LLC, to conduct the auction sale
of the parcels of real property, which are listed on Exhibit C.
The Estate includes the Property. Also listed on Exhibit C and
included in the Property are parcels of real property titled in the
Archdiocese of Santa Fe Real Estate Trust. Parcels may be added to
or removed from the final list of Property.
The Debtor and the Trust want to sell the Property in an efficient
manner designed to provide as much exposure to potential purchasers
as possible. The Debtor has determined in its business judgment
that employing an auctioneer to auction the Property is the best
way to liquidate the Property.
The Debtor asks that the Court approves its employment of SVN for
the purposes of conducting an auction or auctions of the Property,
and asks approval of the Terms of Retention and Engagement
Agreement.
The Debtor asks approval of compensation for SVN's services, which
compensation is summarized as follows:
a. Marketing and sale budget in an amount not to exceed
$62,730, to be paid in advance by the Debtor;
b. Commission from the proceeds of each sale to third party
purchasers equal to 10%, as a buyer's premium, added to the winning
bid and included in the total contract price paid for a property, a
portion of which may be paid to cooperating buyers' brokers; and
c. SVN will also be authorized to collect a $250
administrative fee per closing from the buyer(s).
The Debtor asserts that the auction is the most efficient way to
convert the Property to cash. The Auctioneer specializes in the
sale and auction of real estate such as the Property and is well
qualified to serve as the Debtor's auctioneer in the case.
In connection with the Application, Louis Fisher III, National
Director of SVN has executed a disclosure pursuant to Fed. R.
Bankr. P. 2014, filed concurrently with the Motion. In the
Disclosure, Fisher states that, to his knowledge, Auctioneer does
not have any interests that are materially adverse to the Debtor or
the Estate. The Auctioneer's employment should be made effective
as of the date of filing the Application.
The Debtor asks authority for Auctioneer to market and advertise
the Property for auction. The Property will be marketed and
auctioned according to standard and ordinary procedures, according
to a marketing and auction plan and Bidding Procedures
substantially as described in the proposed Bidding Procedures
(Exhibit D) and in the proposed Order approving the Motion (Exhibit
E).
The Debtor intends to make every effort to auction the Property so
that the maximum sales price is achieved for distribution to
creditors. The auction of the Property will be for cash or cash
equivalents only. Auctioneer will prepare and provide to the Debtor
detailed records of the auction.
The Debtor asks that Auctioneer be permitted to close the sales of
Property without further approval of the Court, including accepting
payment and delivering deeds for the parcels of Property. At the
conclusion of the Auction, the Debtor will submit to the Court a
report of sale.
The Debtor is unaware of any liens, claims or interests against the
Property. It asks authority to sell the Property free and clear of
any liens, claims, and interests, if any, and that any liens,
claims, and interests attach to the proceeds of the sale.
The transfer of the Property will be by special warranty deed from
the respective owner of record, without warranty of any kind, other
than special warranty covenants, as provided by New Mexico law.
The Debtor is unaware of any other costs or expenses that will need
to be paid before completing the proposed auction; however, to the
extent that such costs and/or expenses become known to the Debtor
and are necessary to complete the proposed auction and close the
sale, the Debtor asks permission to pay any and all such costs and
expenses, in its reasonable business judgment, and after notice to
the UCC and the office of the United States Trustee.
The Proposed Auction is in the best interests of the Estate. The
Debtor believes it is the best opportunity for the Estate to
realize value from the Property.
A copy of the Agreements and the Exhibits is available at
https://tinyurl.com/emp9s72w from PacerMonitor.com free of charge.
About the Archdiocese of Santa Fe
The Roman Catholic Church of the Archdiocese of Santa Fe --
https://www.archdiosf.org/ -- is an ecclesiastical territory or
diocese of the southwestern region of the United States in the
state of New Mexico. At present, the Archdiocese of Santa Fe
covers
an area of 61,142 square miles. There are 93 parish seats and 226
active missions throughout this area.
The Archdiocese of Santa Fe sought Chapter 11 protection (Bankr.
D.N.M. Case No. 18-13027) on Dec. 3, 2018, to deal with child
abuse
claims. It reported total assets of $49,184,579 and total
liabilities of $3,700,000 as of the bankruptcy filing.
Judge David T. Thuma oversees the case.
The archdiocese tapped Elsaesser Anderson, Chtd. and Walker &
Associates, P.C., as bankruptcy counsel, Stelzner, Winter,
Warburton, Flores, Sanchez & Dawes, P.A as special counsel, and
REDW LLC as accountant.
On Aug. 28, 2020, the Court appointed as Brokers, Philip Gudwin
and Rusty Wafer of Santa Fe Properties.
ARCHDIOCESE OF SANTA FE: Seeks Approval to Hire Real Estate Broker
------------------------------------------------------------------
The Roman Catholic Church of the Archdiocese of Santa Fe seeks
approval from the U.S. Bankruptcy Court for the District of New
Mexico to employ Michael Gregory Jr., a real estate broker in
Rociada, N.M.
The Debtor requires the services of a real estate broker to market
and sell its real property in Las Vegas, N.M.
Mr. Gregory will be paid a commission of 6 percent of the sales
price.
In court papers, Mr. Gregory disclosed that he is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
Mr. Gregory can be reached at:
Michael Gregory Jr.
P.O. Box 634
Rociada, NM 87742
Tel: (505) 603-6711
About Roman Catholic Church of
the Archdiocese of Santa Fe
The Roman Catholic Church of the Archdiocese of Santa Fe --
https://www.archdiosf.org/ -- is an ecclesiastical territory or
diocese of the southwestern region of the United States in the
state of New Mexico. At present, the Archdiocese of Santa Fe covers
an area of 61,142 square miles. There are 93 parish seats and 226
active missions throughout this area.
The Archdiocese of Santa Fe sought Chapter 11 protection (Bankr.
D.N.M. Case No. 18-13027) on Dec. 3, 2018, to deal with child abuse
claims. It reported total assets of $49,184,579 and total
liabilities of $3,700,000 as of the bankruptcy filing.
Judge David T. Thuma oversees the case.
The archdiocese tapped Elsaesser Anderson, Chtd. and Walker &
Associates, P.C., as bankruptcy counsel, Stelzner, Winter,
Warburton, Flores, Sanchez & Dawes, P.A as special counsel, and
REDW LLC as accountant.
ARETE LAND: $1.5 Million Sale of Four Parcels to WEP LLC Approved
-----------------------------------------------------------------
Judge William T. Thurman of the U.S. Bankruptcy Court for the
District of Utah authorized Arete Land Co., LLC's proposed sale of
the following parcels, more particularly described in Exhibit A, to
Water's Edge Properties, LLC ("WEP") for $1.5 million: Parcel 6
(Tax Roll No. 41-21-400-0069), Parcel 7 (Tax Roll No.
41-21-400-0068), Parcel 8 (Tax Roll No. 41-21-400-0062), and Parcel
12 (Tax Roll No. 41-21-400-0059)
A hearing on the Motion was held on March 25, 2021, at 3:00 p.m.
The Debtor is authorized to finalize and complete the sale of the
Property to WEP.
The sale is free and clear of all liens and interests. To the
extent any liens or interests exist, such liens and/or interests
attach to the sale proceeds.
A copy of the Exhibit A is available at
https://tinyurl.com/tejenv95 from PacerMonitor.com free of charge.
About Arete Land Company, LLC
Arete Land Company, LLC operates in the traveler accommodation
industry.
The Debtor sought Chapter 11 protection (Bankr. D. Utah Case No.
21-20488) on Feb. 9, 2021. The case is assigned to Judge William
T. Thurman.
As of Jan. 31, 2021, the Debtor's total assets is at $4,184,852 and
$3,469,900 in total debt.
The Debtor tapped Andres Diaz, Esq., at Diaz & Larsen as counsel.
The petition was signed by Christofer Shurian, manager.
AT HOME GROUP: Incurs $149.7 Million Net Loss in Fiscal 2020
------------------------------------------------------------
At Home Group Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$149.73 million on $1.73 billion of net sales for the fiscal year
ended Jan. 30, 2021, compared to a net loss of $214.43 million on
$1.36 billion of net sales for the fiscal year ended Jan. 25,
2020.
As of Jan. 30, 2020, the Company had $2.52 billion in total assets,
$2.04 billion in total liabilities, and $484.16 million in total
stockholders' equity.
For the Fourteen Weeks Ended January 30, 2021
* The Company opened no new stores in the fourth quarter of
fiscal 2021 and ended the quarter with 219 stores in 40
states.
The Company opened a net seven stores since the fourth
quarter
of fiscal 2020, representing a 3.3% increase.
* Net sales increased 41.3% to $562.0 million from $397.7
million
in the fourth quarter of fiscal 2020 primarily due to
comparable store sales growth and the favorable impact of the
53rd week. Excluding the impact of the 53rd week, fourth
quarter fiscal 2021 net sales increased 33.4%. Comparable
store sales increased 30.8% driven by strong demand and the
continued rollout of our strategic initiatives.
* Net sales in the 53rd week of fiscal 2021 were $31.4 million.
The Company estimates that the 53rd week contributed $15.9
million to gross profit, $11.6 million to operating income and
Adjusted EBITDA, and $0.14 of EPS to the fourth quarter and
fiscal year 2021.
* Gross profit increased 91.5% to $218.4 million from $114.1
million in the fourth quarter of fiscal 2020. Gross margin
increased 1,020 basis points to 38.9% from 28.7% in the prior
year period primarily driven by product margin expansion,
leverage on the Company's occupancy costs and depreciation
expense as a result of increased sales, and lower freight
expenses incurred when stores were closed at the onset of the
COVID-19 pandemic.
* Selling, general and administrative expenses increased 56.9%
to
$115.9 million from $73.8 million in the prior year period.
As
a percentage of net sales, SG&A increased 200 basis points to
20.6% from 18.6%, primarily due to increased incentive
compensation and advertising expenses year over year,
partially
offset by operating leverage on higher sales.
* Operating income was $100.3 million compared to a $209.1
million operating loss in the fourth quarter of fiscal 2020,
which included a non-cash goodwill impairment charge of $250.0
million. Adjusted operating income1 increased to $100.3
million from $38.2 million in the prior year period.
Adjusted
operating margin1 increased 830 basis points to 17.9% from
9.6%
driven by the gross margin and SG&A factors described above,
including an estimated 120 basis point favorable impact from
the 53rd week.
* Interest expense increased to $7.6 million from $7.3 million
in
the fourth quarter of fiscal 2020, primarily due to the
interest incurred on our long-term debt, including our 8.750%
Senior Secured Notes due 2025, partially offset by the
repayment of our term loan and significantly lower borrowings
under the Company's revolving credit facility.
* Income tax expense was $20.0 million, and the effective tax
rate was 21.6%. In the fourth quarter of fiscal 2020, income
tax expense was $7.6 million, and the effective tax rate was
(3.5)%.
* Net income was $72.7 million compared to a $224.1 million net
loss in the fourth quarter of fiscal 2020. Adjusted Net
Income was $72.6 million compared to $23.9 million in the
prior
year period.
* EPS was $1.08 compared to $(3.50) in the fourth quarter of
fiscal 2020. Pro forma adjusted EPS1 was $1.08 compared to
$0.37 in the prior year period.
* Adjusted EBITDA increased 94.4% to $119.6 million compared to
$61.5 million in the fourth quarter of fiscal 2020.
Lee Bird, chairman and chief executive officer, stated, "The fourth
quarter was a very strong finish to a transformational year for At
Home. We delivered comps of nearly 31% for the quarter, leading to
record-setting full year comps above 19% and free cash flow
improvement of more than $400 million. We achieved these results
despite unprecedented challenges during the year, including
mandated store closures and inventory constraints, a clear
testament to our compelling value proposition, competitive
positioning and incredibly dedicated team members. Our unmatched
breadth and depth of assortment at everyday low prices, low-cost
structure and omnichannel focus remain key differentiators for
us."
Mr. Bird continued, "As we look forward, we have never been more
confident in our ability to capture the large opportunity ahead.
We are in the early innings of many exciting initiatives, and we
remain focused on delivering strong and consistent results. We are
prioritizing our efforts in three key areas: new customer retention
and growth, optimizing our inventory position, and the enhanced
execution of our At Home 2.0 strategy. With the resumption of new
store openings, we have reignited a key growth engine on our
long-term journey to 600+ stores. We believe the tailwinds of
strong home sales, nesting and de-urbanization are likely to
continue over the foreseeable future, and we are excited to be a
key player taking share in a large and growing industry."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1646228/000155837021003393/home-20210130x10k.htm
About At Home Group Inc.
At Home Group Inc. (NYSE: HOME) is a home decor retailer offering
more than 50,000 on-trend home products to fit any budget or style,
from furniture, mirrors, rugs, art and housewares to tabletop,
patio and seasonal decor. At Home is headquartered in Plano,
Texas, and currently operates 219 stores in 40 states.
AT HOME GROUP: Registers 3.7M Shares Under Equity Incentive Plan
----------------------------------------------------------------
At Home Group Inc. filed a Form S-8 registration statement with the
Securities and Exchange Commission to register an aggregate of
3,731,661 shares of the Company's common stock, par value $0.01 per
share, that may be issued pursuant to the Amended and Restated At
Home Group Inc. Equity Incentive Plan. The Common Stock being
registered is in addition to the 11,746,132 shares of Common Stock
registered on the Company's Form S-8 filed on April 5, 2017. A
full-text copy of the prospectus is available for free at:
https://www.sec.gov/Archives/edgar/data/1646228/000110465921040960/tm2110222d1_s8.htm
About At Home Group Inc.
At Home Group Inc. (NYSE: HOME) is a home decor retailer offering
more than 50,000 on-trend home products to fit any budget or style,
from furniture, mirrors, rugs, art and housewares to tabletop,
patio and seasonal decor. At Home is headquartered in Plano,
Texas, and currently operates 219 stores in 40 states.
At Home Group reported a net loss of $149.73 million for the fiscal
year ended Jan. 30, 2021, compared to a net loss of $214.43
million for the fiscal year ended Jan. 25, 2020. As of Jan. 30,
2020, the Company had $2.52 billion in total assets, $2.04 billion
in total liabilities, and $484.16 million in total stockholders'
equity.
AUGUSTA INVESTMENTS: Gets Cash Collateral Access Thru April 22
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, has authorized Augusta Investments Corporation to
use cash collateral on an interim basis through April 22, 2021.
The Debtor is permitted to use cash collateral to pay: (a) amounts
expressly authorized by the Court; (b) the current and necessary
itemized expenses set forth in the budget, plus an amount not to
exceed 10% for each line item; and (c) additional amounts as may be
expressly approved in writing by MTM Bros, LLC, as secured
creditor.
Each Secured Creditor with a security interest in cash collateral
will have a perfected post-petition lien against cash collateral to
the same extent and with the same validity and priority as the
prepetition lien, without the need to file or execute any document
as may otherwise be required under applicable non-bankruptcy law.
The Debtor is also directed to maintain insurance coverage for its
property in accordance with the obligations under the loan and
security documents with the Secured Creditor.
A further hearing on the Motion is scheduled for April 22 at 3
p.m.
A copy of the order is available for free at https://bit.ly/3vUVwiv
from PacerMonitor.com.
About Augusta Investments
Augusta Investments Corporation is a privately held company in the
traveler accommodation industry. It sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-06630)
on December 1, 2020. In the petition signed by Marco Kozlowski,
managing member, the Debtor disclosed between $1 million and $10
million in both assets and liabilities.
Judge Karen S. Jennemann oversees the case.
Aldo G. Bartolone, Jr., Esq., at BARTOLONE LAW, PLC, is the
Debtor's counsel.
AVENTURA HOTEL: Seeks to Hire Genovese Joblove as Legal Counsel
---------------------------------------------------------------
Aventura Hotel Properties, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Genovese Joblove & Battista, P.A. to handle its Chapter 11 case.
The firm will be paid at hourly rates ranging from $495 to $745 and
will be reimbursed for out-of-pocket expenses incurred.
.
Prior to its bankruptcy filing, the Debtor provided the firm a fee
deposit in the amount of $185,000, of which $84,770 was used to pay
the firm's pre-bankruptcy fees and expenses. The balance of
$100,230 is being held as a post-petition deposit.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, the
following is provided in response to the request for additional
information:
(a) The firm and its attorneys neither hold nor represent an
interest adverse to the Debtors' estate.
(b) Neither the firm nor any attorney at Genovese is or was a
creditor, an equity holder, or an insider of the Debtor, except
that the firm previously rendered legal services to the Debtor for
which it was compensated.
(c) Neither the firm nor any attorney at Genovese is or was a
director, officer or employee of the Debtor within two years before
the petition date.
(d) The firm does not have an interest materially adverse to the
interests of the Debtor's estate, creditors or equity security
holders by reason of any direct or indirect relationship to,
connection with, or interest in the Debtor or for any other
reason.
Jesus Suarez, Esq., a partner at Genovese, disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Jesus M. Suarez, Esq.
Genovese Joblove & Battista, P.A.
100 Southeast Second Street, Suite 4400
Miami, FL 33131
Tel: (305) 913-6682
Email: jsuarez@gjb-law.com
About Aventura Hotel Properties
Aventura Hotel Properties, LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-12374) on
March 12, 2021. Francisco Arocha, manager, signed the petition.
In the petition, the Debtor disclosed assets of between $10 million
and $50 million and liabilities of the same range.
Judge Jay A. Cristol oversees the case.
Genovese Joblove & Battista, P.A. is the Debtor's legal counsel.
AYTU BIOPHARMA: Issues 102,759 Common Shares to CVR Holders
-----------------------------------------------------------
Aytu BioPharma, Inc. issued 102,759 shares of the Company's common
stock valued at $1.0 million to the holders of the Contingent Value
Rights relating to the Feb. 14, 2020 merger with Innovus
Pharmaceuticals, Inc., as a result of the Consumer Business Unit
achieving one of two components of Milestone #2.
The first component of Milestone #2 was successfully achieved as
Innovus recorded in excess of $30 million of net revenue for the
12-month period ended Dec. 31, 2020, resulting in a $1.0 million
payment due to CVR holders. The second component, requiring the
Consumer Business Unit to achieve profitability from operations for
calendar 2020 was not achieved.
About Aytu BioPharma
Englewood, Colorado-based Aytu BioPharma, Inc. formerly known as
Aytu BioScience, Inc. -- http://www.aytubio.com-- is a specialty
pharmaceutical company with a growing commercial portfolio of
prescription therapeutics and consumer health products.
Aytu Bioscience reported a net loss of $13.62 million for the year
ended June 30, 2020, compared to a net loss of $27.13 million for
the year ended June 30, 2019. As of Dec. 31, 2020, the Company had
$166.74 million in total assets, $54.05 million in total
liabilities, and $112.69 million in total stockholders' equity.
BAINBRIDGE UINTA: Vendera Buying Substantially All Assets for $35M
------------------------------------------------------------------
Bainbridge Uinta, LLC, and Bainbridge Uinta Holdings, LLC, filed
with the U.S. Bankruptcy Court for the Northern District of Texas
their second request for approval of the sale of substantially all
assets to Vendera Resources IV-GP-GP, LLC, for $35.25 million,
subject to overbid.
A hearing on the Motion is set for April 1, 2021, at 9:30 a.m.
(CT). The Objection Deadline was on March 21, 2021, at 5:00 p.m.
(CT).
On Oct. 23, 2020, the Debtors filed their Bid Procedures Motion.
On Oct. 30, 2020, the Court its Bid Procedures Order, which
approved the Bid Procedures Motion and the Bid Procedures attached
to the Bid Procedures Order (and as later modified or amended from
time to time), and authorized the Debtors to pursue the disposition
of substantially all of its assets through a sale or plan process.
On Nov. 2, 2020, the Debtors filed their Notice of Debtors'
Executory Contracts and Unexpired Leases and Related Cure Amounts,
which identified all contracts that could be considered executory
contracts, and the cure amount, if any, that would be required
should the contract be subject to assumption, parties had until
Nov. 20, 2020, to object to the proposed cure amount contained in
the Cure Notice. On Dec. 9, 2020, the Debtors filed the Amended
Cure Notice". They have resolved all known disputes over cure
amounts listed in the Cure Notice and Amended Cure Notice, and did
not receive any objections that have not been resolved by
stipulation or other agreement.
On Nov. 23, 2020, the Debtors filed their Sale Motion, asking
authority from the Court to, among other things, sell substantially
all of their assets. On Nov. 24, 2020, they amended and refiled
their Sale Motion to provide negative notice and a deadline of Dec.
22, 2020 by which parties opposing the 363 Sale or assumption and
assignment of contracts must have filed objections.
Since well before their filing of the Sale Motion, the Debtors and
their investment banker, Petrie Partners Securities, LLC, have
engaged in a robust marketing and sales process through which the
Debtors obtained bids by multiple parties to acquire substantially
all of their assets. As a result of market conditions, marketing
opportunities, and ongoing negotiations with potential stalking
horse bidders, the Debtors, Petrie, and the Debtors' senior secured
lender, White Oak Global Advisors LLC, agreed to postpone the
auction and sale hearing established by the Bid Procedures and
First Amended Sale Motion.
On March 12, 2021, the Debtors filed their Modified Bid Procedures
Order, which would modify and update the Bid Procedures. The Court
heard the Modified Bid Procedures Motion at a hearing at 1:30 p.m.
on March 16, 2021, approved the motion, and entered the Modified
Bid Procedures Order on March 17, 2021. The Modified Bid
Procedures Order established dates and times for the Auction, the
Sale Hearing, relevant notice and objection deadlines, and a
deadline by which the winning bid at the Auction must close a sale
transaction. A copy of the Modified Bid Procedures Order was
served pursuant via the Court's electronic case filing system.
The salient terms of the Modified Bidding Procedures are:
a. Bid Deadline: March 25, 2021, at 3:00 p.m. (CT)
b. Auction: March 30, 2021, at 10:00 a.m. (CT)
c. Sale Hearing: April 1, 2021, at 9:30 a.m. (CT)
d. Sale Objection Deadline: March 31, 2021, at 5:00 p.m. (CT)
e. Closing: May 14, 2021
The sale will be free and clear of liens, claims, interests, and
encumbrances.
To ensure the stability of the Auction process and to expedite the
matters to be resolved prior to the closing of the Transaction --
whether as a 363 Sale or Plan process -- the Debtors ask as part of
the Motion that all Cure Amounts be fixed as set forth in the
Amended Cure Notice, unless otherwise adjusted by stipulation or
other agreement between the Debtors and the contract counterparty.
Now, through the Second Amended Sale Motion, the Debtors request
that the Court enters an order (a) approving the Sale of the
Debtors' assets to the highest bidder; (b) authorizing them to
assume and assign, or reject, certain executory contracts and
unexpired leases, as designated by the Successful Bidder, in
connection with the Sale; and (c) granting related relief.
About Bainbridge Uinta
Bainbridge Uinta, LLC, develops and operates fields to extract
crude oil and natural gas.
Bainbridge Uinta sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Tex. Case No. 20-42794) on Sept. 1,
2020. In the petition signed by CEO Paul D. Ching, the Debtor was
estimated to have assets of between $50 million and $100 million
and liabilities of between $50 million and $100 million.
Joseph M. Coleman, Esq. of Kane Russell Coleman Logan PC serves as
counsel to the Debtors. Oak Hills Securities Inc. has tapped as
financial advisor to the Debtors. Stretto is the Debtors' claims
and noticing agent.
BAYTEX ENERGY: Moody's Affirms B2 CFR & Alters Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service has affirmed Baytex Energy Corp.'s B2
corporate family rating, its B2-PD probability of default rating,
and its B3 senior unsecured ratings. At the same time, Moody's has
changed Baytex's outlook to stable from negative and upgraded the
company's speculative grade liquidity rating to SGL-2 from SGL-3.
"The change in outlook to stable reflects improved commodity prices
which will enable Baytex to generate good free cash flow which we
expect to be used to reduce debt" stated Moody's analyst Jonathan
Reid.
Affirmations:
Issuer: Baytex Energy Corp.
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Senior Unsecured Regular Bond/Debenture, Affirmed B3 to (LGD5)
from (LGD4)
Upgrades:
Issuer: Baytex Energy Corp.
Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3
Outlook Actions:
Issuer: Baytex Energy Corp.
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
Baytex's credit profile is supported by: 1) improving credit
metrics driven by higher free cash flow that Moody's expects will
be used to reduce debt; 2) geographic diversity with over one-third
of production coming from high net-back assets in the US Eagle
Ford, about one-quarter from the Viking in Saskatchewan and the
balance from heavy oil in Alberta and Saskatchewan; and 3) good
liquidity supported by free cash flow and good revolver
availability. Baytex is challenged by: 1) production that will
decline to around 62,000 barrels of oil equivalent per day (boe/d)
over the next 12-18 months, compared to a high of 80,000 boe/d in
2019 and Moody's belief that the company will have to increase
capital spending over the medium term to maintain current
production levels; 2) high F&D costs that reduce the portfolio's
resiliency during commodity price downturns; and 3) exposure to
Canadian heavy oil (WCS) prices which creates pricing volatility
for Baytex's heavy oil assets.
Baytex's liquidity is good (SGL-2), with sources of around CAD485
million over the next four quarters and no mandatory debt
amortization. Sources are comprised of around CAD100 million in
free cash flow and around CAD385 million available under its
approximately CAD750 million (USD575 million authorization) secured
revolving credit facility due April 2024, which is not subject to
borrowing base redeterminations. The company has no maturities
until 2024, when its term loan and credit facility mature in April
and its USD400 million senior unsecured notes mature in June.
Moody's expect that Baytex will remain in compliance with the two
financial covenants applicable to its secured credit facilities
over the next four quarters. Alternate liquidity is limited by the
fact that all the assets are pledged to the secured revolving
credit facility and the Raging River assets are pledged to the term
loan lenders.
In accordance with Moody's Loss Given Default for Speculative-Grade
Companies (LGD) Methodology, the senior unsecured notes are rated
B3, one notch below the B2 CFR, because of the USD575 million
revolving credit facilities that are first priority secured by
Baytex assets and second priority secured by the Raging River
assets and the CAD300 million term loan that is first priority
secured by Raging River assets and guaranteed on an unsecured basis
by Baytex.
The stable outlook reflects Moody's view that the company will
generate positive free cash flow over the next 12-18 months that
will be used to repay debt.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if retained cash flow to debt was
sustained above 25% (16% in 2020), if LFCR approaches 1.5x (0.4x in
2020), and if the company maintains a good liquidity profile. The
ratings could be downgraded if retained cash flow to debt was
sustained below 15% (16% in 2020), if LFCR is sustained below 1x
(0.4x in 2020), or if EBITDA to interest is sustained below 2x
(3.3x in 2020).
The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.
Baytex Energy Corp. is a publicly listed Calgary, Alberta-based
independent exploration and production (E&P) company with
production of about 66,000 boe/d and reserves around 103 mboe in
2020 (production and reserves are net of royalties). The company
operates in the light oil Viking play in southern Saskatchewan, the
heavy oil Peace River and Lloydminster areas in western Canada and
the nascent Duvernay shale play in central Alberta. The company
also owns roughly a 25% interest in the Sugarkane Field within the
Eagle Ford shale in Texas, operated by Marathon Oil Corporation
(Marathon, Baa3 Negative).
BERNARD L. MADOFF: Client Ordered to Pay Back $3M in Fake Profits
------------------------------------------------------------------
Law360 reports that a client of the notorious Ponzi scheme run by
Bernard L. Madoff must return nearly $3 million in fictitious
profits it received from the scheme after a New York federal judge
found in favor of the trustee overseeing the Madoff fund's
liquidation.
U.S. District Court Judge John G. Koeltl granted summary judgment
to Irving H. Picard, the trustee for the Substantively Consolidated
SIPA Liquidation of Bernard L. Madoff Investment Securities LLC and
Bernard L. Madoff, and ordered JABA Associates to fork over
$2,925,000 in payouts it received in the two years before Madoff's
scheme crumbled in December 2008.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of New
York granted the application of the Securities Investor Protection
Corporation for a decree adjudicating that the customers of BLMIS
are in need of the protection afforded by the Securities Investor
Protection Act of 1970. The District Court's Protective Order (i)
appointed Irving H. Picard, Esq., as trustee for the liquidation of
BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and
(iii) removed the SIPA Liquidation proceeding to the Bankruptcy
Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr.
Picard has retained AlixPartners LLP as claims agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport Charitable
Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven
Morganstern -- assert US$64 million in claims against Mr. Madoff
based on the balances contained in the last statements they got
from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later
transferred to Manhattan. In June 2009, Judge Lifland approved the
consolidation of the Madoff SIPA proceedings and the bankruptcy
case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).
From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims. As of December
2018, more than $13.3 billion of those stolen funds have been
recovered through the Madoff Recovery Initiative. Ten interim
distributions to eligible BLMIS customers total more than $12
billion, which will equal 66.371 percent of each customer's
allowed
claim amount.
BETA MUSIC: Auction of Substantially All GCH Assets Set for May 6
-----------------------------------------------------------------
Judge Scott M. Grossman of the U.S. Bankruptcy Court for the
Southern District of Florida authorized the bidding procedures
proposed by Beta Music Group, Inc., and Get Credit Healthy, Inc.,
in connection with the sale of substantially all assets of GCH to
CredEvolv Services, LLC, for $75,000, plus cure costs up to $10,000
with respect to executory contracts to be assumed and assigned,
subject to overbid.
The Bid Procedures Hearing was held on March 16, 2021, at 11:00
a.m.
The Debtors are authorized to execute and deliver the Sale
Agreement to the Buyer.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: April 30, 2021, at 4:00 p.m. (EDT)
b. Initial Bid: At least $80,000 plus any amounts necessary to
cure defaults on contracts or leases to be assumed and assigned
under the Competing Offer
c. Deposit: $10,000
d. Auction: The Auction, if necessary, will be held on May 6,
2021 at 10:00 a.m. (EDT), via virtual online platform hosted by the
offices of Markowitz Ringel Trusty & Hartog, P.A., or such other
location as may be designated by the Debtors prior to the Auction
with advance notice to all parties in interest entitled to appear
at the Auction.
e. Bid Increments: $5,000 in excess of the highest Qualified
Bid (or such other amounts and terms that the Debtors determine
will result in the highest and best offer)
f. Sale Hearing: May 7, 2021, at 11:00 a.m. (EDT) by video
conference using the services of Zoom Video Communications, Inc.
g. Sale Objection Deadline: April 30, 2021, at 4:00 p.m.
(EDT)
The form of Notice of Sale, Auction and Sale Hearing, and the
Notice to Counterparties to Potentially Assumed and Assigned
Executory Contracts and Unexpired Leases are approved. Three
business days after entry of the Order, the Trustee will cause the
Sale Notice to be sent to each of the following entities or their
respective counsel, if known. In addition, three business days
after entry of the Order, the Debtors will cause the Assumption and
Assignment Notice to be served to the Counterparties listed in
Exhibit A to the Assumption and Assignment Notice.
The form of Sale Agreements with the Buyer attached as Exhibit 1-C
to the Sale Motion are approved.
he stays provided for in Bankruptcy Rules 6004(h) and 6006(d) are
waived and the Order will be effective immediately upon its entry.
All time periods set forth in the Order will be calculated in
accordance with Bankruptcy Rule 9006(a).
Within seven days of the entry of the Order, the Debtors will file
a supplemental statement under Local Rule 6004-1(B)(6), Federal
Rule of Bankruptcy Procedure 6004(g) and 11 U.S.C. Section
363(b)(1)(B), stating whether they have a policy of prohibiting the
transfer of personally identifiable information, whether the sale
contemplated in the Motion would be inconsistent with that policy,
and whether they believe a consumer privacy ombudsman is required
under Section 332 of the Bankruptcy Code. The supplement will also
attach a copy of the Debtors' policy on personally identifiable
information.
The Debtors are also directed to promptly file with the Court, a
searchable, .PDF version of the Sale Agreement attached to the
Motion.
A copy of the Bidding Procedures and the Notices is available at
https://tinyurl.com/yn9b2d4m from PacerMonitor.com free of charge.
About Beta Music Group, Inc.
Beta Music Group, Inc. through its operating subsidiary Get Credit
Healthy (www.getcredithealthy.com), utilizes its proprietary
processes, platform, and software to integrate with lenders to
make
it easier to recapture leads. The Debtor sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No.
21-12199) on March 5, 2021. In the petition signed by Elizabeth
Karwowski, president, the Debtor disclosed $802,688 in assets and
$1,336,478 in liabilities.
Judge Scott M. Grossman oversees the case.
Grace E. Robson, Esq., at MARKOWITZ, RINGEL, TRUSTY & HARTOG,
P.A.,
is the Debtor's counsel.
BV GLENDORA: Seeks to Hire Jeffrey S. Shinbrot as Legal Counsel
---------------------------------------------------------------
BV Glendora LLC seeks approval from the U.S. Bankruptcy Court for
the Central District of California to employ Jeffrey S. Shinbrot,
APLC as its legal counsel.
The firm will provide legal advice regarding the Debtor's powers,
duties, rights and obligations under the Bankruptcy Code and will
provide other services necessary to administer its Chapter 11
case.
The firm will be paid at the rate of $675 per hour for attorneys
and $150 per hour for paralegals. It will also receive
reimbursement for out-of-pocket expenses incurred.
The Debtor paid the firm a pre-bankruptcy retainer in the amount of
$111,717.
Jeffrey Shinbrot, Esq., disclosed in a court filing that his firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached at:
Jeffrey S. Shinbrot, Esq.
Jeffrey S. Shinbrot, APLC
15260 Ventura Blvd., Suite 1200
Sherman Oaks, CA 91403
Telephone: (310) 659-5444
Facsimile: (310) 878-8304
Email: jeffrey@shinbrotfirm.com
About BV Glendora
BV Glendora, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-11627) on March 1,
2021. David B. Runberg, chief financial officer, signed the
petition. In the petition, the Debtor disclosed assets of between
$1 million and $10 million and liabilities of the same range.
Judge Sheri Bluebond oversees the case.
Jeffrey S. Shinbrot, APLC is the Debtor's legal counsel.
CARBONLITE HOLDINGS: Sets Bidding Procedures for Sale of All Assets
-------------------------------------------------------------------
CarbonLite Recycling Holdings, LLC, and affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to authorize the
bidding procedures to facilitate the continuation of their
prepetition efforts to market and sell substantially all of their
assets.
A hearing on the Motion is set for April 8, 2021, at 1:00 p.m.
(ET). The Objection Deadline is April 1, 2021, at 4:00 p.m. (ET).
The Debtors principally operate through four facilities located in
California, Texas, and Pennsylvania. Their three Recycling
Facilities -- the Riverside Facility, the Dallas Facility, and the
Reading Facility -- recycle rPET bottles (procured by the Debtors
in the form of 1,000 pound bales) into food-grade rPET resin
pellets. These rPET resin pellets, in turn, are combined with
virgin resin and used by beverage makers to manufacture new
bottles. The Debtors have invested over $200 million over the past
decade into the Recycling Facilities, and, when the Reading
Facility is fully operational next month, the three Recycling
Facilities will have the
capability to process over 4 billion bottles per year in the
aggregate.
In addition to its core Recycling Business, the Debtors own
PinnPack, a leading producer of high-quality, food-grade
thermoformed PET and rPET packaging products with the capacity to
produce over 300 SKUs. PinnPack operates out of a facility in
Oxnard, California. PinnPack distinguishes itself from its
competitors with its broad portfolio of products with a range of
sizes and applications as well as an industry leading
speed-to-market to adapt to continually evolving design preferences
and requirements, particularly for foods in the supermarket.
With the assistance of their investment banker Jefferies LLC and in
consultation with the Secured Parties, the Debtors have been
engaged in a robust marketing process since January 2021 to assist
with the identification of one or more parties interested in
pursuing a Sale or Sales.
Since the Petition Date, the Debtors have continued the marketing
and sale process and file the Motion to facilitate their continued
efforts to market and sell their Assets, while preserving maximum
optionality for the Debtors and their stakeholders. The Bid
Procedures contemplate an open process that protects the best
interests of the Debtors' estates and creditors and preserves the
Debtors’ ability to exercise their fiduciary duties throughout
the Sale process.
The Bid Procedures provide the formal framework for a Sale or Sales
and have been structured to elicit value-maximizing bids for the
Assets.
Consistent with their need to consummate a Sale or Sales as quickly
and efficiently as possible, the Debtors propose the following key
dates and deadlines for the Sale Process:
a. April 1, 2021, at 4:00 p.m. - Bid Procedures Motion
Objection Deadline
b. April 8, 2021, at 1:00 p.m. - Bid Procedures Hearing
c. April 10, 2021 - Deadline to File Bid Procedures Notice and
Deadline to File Assumption and Assignment Notice
d. April 12, 2021 - Stalking Horse Bid Deadline
e. April 16, 2021 - Deadline to (i) Designate Stalking Horse
Bidder(s) and (ii) Execute Stalking Horse Agreement(s)
f. April 17, 2021 - Deadline to File (i) Stalking Horse Bidder
Notice and (ii) Proposed Sale Order
g. April 26, 2021, at 4:00 p.m. - Deadline to Submit Qualified
Bids
h. April 30, 2021, at 5:00 p.m. - Cure/Assignment Objection
Deadline
i. May 1, 2021, at 4:00 p.m. - Deadline to File Auction
Notice
j. May 3, 2021, at 10:00 a.m. - Sale Auction(s)
k. May 5, 2021, at 5:00 p.m. - Deadline to File Notice of
Successful Bidder(s) and Backup Bidder(s)
l. May 6, 2021, at 4:00 p.m. - Adequate Assurance Objection
Deadline and Deadline to Object to Sale(s)
m. May 7, 2021 - Sale Hearing
n. May 22, 2021, - Deadline to Close Transaction(s)
The other material terms of the Bidding Procedures are:
a. Initial Bid: The initial Overbid after the Baseline Bid
will be made in an increment of (i)(A)(w) at least $500,000 on a
Bid for one of either the Riverside Facility or the PinnPack
Facility or (x) at least $250,000 on a Bid for one of either the
Dallas Facility or the Reading Facility; or (B)(y) $500,000 for
both the Dallas Facility and the Reading Facility or (z) $1 million
on a Bid for two or more of the Facilities, other than a Bid solely
for both of the Dallas Facility and the Reading Facility, plus,
solely in the event the Baseline Bid is a Stalking Horse Bid, (ii)
the Break-Up Fee plus (iii) the Expense Reimbursement, as
applicable to the Facilities included in the Bid, in cash or other
consideration acceptable to the Debtors, after consultation with
the Consultation Parties.
b. Deposit: 10% of the Bidder's proposed Purchase Price
c. Auction: Unless otherwise designated by the Debtors, after
consultation with the Consultation Parties, the Auction will
commence at 10:00 a.m. (ET) on a date no later than May 3, 2021, at
the offices of Pachulski Stang Ziehl & Jones LLP, 919 N. Market
St., 17th Floor, Wilmington, DE 19801, or at such other place
designated by the Debtors. In the Debtors’ discretion, the
Auction may be held by telephonic or video conference.
d. Bid Increments: Any Overbids subsequent to the Initial
Overbid will be made in increments of at least the applicable
Minimum Increment.
e. Bid Protections: (a) a Break-Up Fee of up to an aggregate
of 3% of the cash portion of the purchase price of each Stalking
Horse Bid and (b) Expense Reimbursement for any Stalking Horse
Bidders in connection with their bids, up to a maximum amount of
$350,000 per Facility.
f. Any Secured Party submitting a credit bid will
automatically be deemed to be a Qualified Bidder without being
required to submit any of the Preliminary Bid Documents or satisfy
any of the Bid Conditions set forth.
g. A Bid must include an acknowledgement and representation of
the Potential Bidder that it understands that any Sale Transaction
will be on an "as is, where is" basis and without representations
or warranties of any kind, nature, or description by the Debtors,
their agents or their estates except to the extent set forth in the
Purchase Agreement of the Successful Bidder.
The Debtors are asking approval of the Assumption and Assignment
Procedures for notifying counterparties to executory contracts and
unexpired leases.
Pursuant to the terms of the DIP Facilities, the Debtors are
required to (i) obtain entry of the Bid Procedures Order by no
later than April 9, 2021,9 or such later date as may be consented
to by the DIP Lenders; (ii) conduct an auction for substantially
all of the Debtors’ assets no later than May 7, 2021; and (iii)
obtain entry of an order approving the Sale(s), no later than May
12, 2021. In addition, the terms of the DIP Facilities require
that the Closing occur no later than May 22, 2021, or such later
date as may be consented to by the DIP Lenders.
Given the Debtors' robust and successful prepetition marketing
efforts and the approximately 49 day post-petition marketing and
diligence period to be established by the Bid Procedures, the
proposed timeline is sufficient to complete a fair and open sale
process that will maximize the value received for the Assets. The
most likely Potential Bidders are among those who previously
indicated interest and had access to the Data Room during the
prepetition process to perform due diligence.
Thus, these Potential Bidders need a shorter length of time for any
additional due diligence to submit competing bids. However, if new
Potential Bidders emerge, the proposed timeline will provide them
with sufficient time to perform due diligence given that the
process is well understood at this juncture and all relevant
materials are readily available. Thus, the schedule proposed will
allow for the consummation of the Sale Transactions(s) as quickly
as possible and in a manner designed to maximize the value received
for the Assets.
The Bid Procedures provide proper and adequate notice for these and
the other terms and conditions of the bidding, Auction, and Sale
Processes.
To ensure the Debtors are in compliance with the terms of the DIP
Facilities, and in light of their limited liquidity, the Debtors
ask that the Court sets the Sale Hearing for a date that is not
later than May 7, 2021.
In the interest of attracting the best offers, the Debtors ask
authorization to sell their Assets free and clear of any and all
liens, claims, encumbrances, and other interests, with any such
liens, claims, encumbrances, and other interests attaching to the
proceeds of the Sale(s) of the Assets and distributed as provided
for in a further order of the Court.
The Debtor asks entry of the Bid Procedures Order: i. establishing
the Bid Procedures in connection with the sale or sales of
substantially all or a portion of the Debtors' assets (the
“Assets”) pursuant to section 363 of the Bankruptcy Code; ii.
authorizing, but not directing, the Debtors, with the consent of
the applicable Consent Parties and in consultation with any
official committee of unsecured creditors, to enter into one or
more stalking horse agreements with one or more parties for one or
more Sales; iii. authorizing the Debtors, in consultation with the
applicable Consultation Parties, to offer a break-up fee of up to
3.0% of the total cash consideration offered for each applicable
Stalking Horse Bid and an expense reimbursement of up to $350,000
per Facility for the Stalking Horse Bidder(s), if any; iv.
scheduling an auction or auctions for a Sale or Sales and approving
the form and manner of notice thereof; v. establishing thte
Assumption and Assignment Procedures, and approving the form and
manner of the Cure Notice; and vi. setting a hearing for approval
of any Sale(s).
Finally, to preserve the value of their estates and limit the costs
of administering and preserving the Assets, it is critical that the
Debtors close the Sale(s) of the Assets as soon as possible after
all closing conditions have been met or waived. Accordingly, the
Debtors ask that the Court waives the 14-day stay periods under
Bankruptcy Rules 6004(h) and 6006(d).
About CarbonLite Recycling Holdings, LLC
CarbonLite Recycling Holdings, LLC and affiliates are on the
forefront of processing post-consumer recycled polyethylene
terephthalate (rPET) plastic products and producing high-quality
rPET and polyethylene terephthalate ("PET") beverage and food
packaging products. As of the Petition Date, the Debtors operate
two facilities, one in Dallas, Texas and the other in Riverside,
California at which they process PET bottles and flake into rPET
pellets, which are later incorporated into other products and
packaging. The Debtors are scheduled to begin operations at a
third
processing facility in Reading, Pennsylvania in April 2021. The
Debtors also operate PinnPack, which processes the rPET and PET
into high-quality thermoformed packaging and similar products at a
facility in Oxnard, California which the Debtors sell to customers
including restaurants and grocery stores.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 21-10527) on March 8,
2021. In the petition signed by Brian Weiss, chief restructuring
officer, the Debtor disclosed up to $50,000 in both assets and
liabilities.
Judge John T. Dorsey oversees the case.
James E. O'Neill, Esq. at Pachulski Stang Ziehl & Jones LLP is the
Debtor's counsel.
CBL PROPERTIES: Can't Exit Bankruptcy Before Nov. 1, Says Lawyer
----------------------------------------------------------------
Steven Church of Bloomberg News reports that mall operator CBL &
Associates Properties Inc. can't end its bankruptcy before Nov. 1,
2021 because it needs several months to address any lingering debt
disputes not covered by the company's deal with lenders and
bondholders, a lawyer said in a court hearing Wednesday, March 24.
2021.
The company needs time to address about $2 billion of debt backed
by CBL properties, lead bankruptcy lawyer Ray Schrock said during
the hearing held by video. "I can't say we're all done arguing with
everybody," Schrock told U.S. Bankruptcy Judge David Jones. The
biggest fights in the case includes a dispute with lender Wells
Fargo.
About CBL Properties
Headquartered in Chattanooga, TN, CBL Properties, previously CBL &
Associates, -- http://www.cblproperties.com/-- is a self-managed,
self-administered, fully integrated real estate investment trust
(REIT) that is engaged in the ownership, development, acquisition,
leasing, management and operation of regional shopping malls,
open-air and mixed-use centers, outlet centers, associated centers,
community centers, and office properties.
CBL's portfolio is comprised of 107 properties totaling 66.7
million square feet across 26 states, including 65 high-quality
enclosed, outlet and open-air retail centers and 8 properties
managed for third parties. It seeks to continuously strengthen its
company and portfolio through active management, aggressive leasing
and profitable reinvestment in its properties.
CBL, CBL & Associates Limited Partnership and certain other related
entities filed voluntary petitions for reorganization under Chapter
11 of the U.S. Bankruptcy Code in Houston, Texas, on Nov. 1, 2020
(Bankr. S.D. Tex. Lead Case No. 20-35226).
The Debtors have tapped Weil, Gotshal & Manges LLP as their legal
counsel, Moelis & Company as restructuring advisor and Berkeley
Research Group, LLC as financial advisor. Epiq Corporate
Restructuring, LLC, is the claims agent.
CHARLES A. PHILLIP: Selling Anderson County Property for $950K
--------------------------------------------------------------
Charles Arthur Phillip asks the U.S. Bankruptcy Court for the
Eastern District of Texas to authorize the sale of 373.813 acres of
real property located in Anderson County, Texas, to SWTC, LLC, for
$950,000.
Objections, if any, must be filed within 21 days from the date of
notice service.
The Debtor's Chapter 11 Plan was filed on Feb. 11, 2021, and is
scheduled for a confirmation hearing on April 21, 2021. The
funding of the Debtor's proposed Plan includes the sale of real
property. The Debtor is the owner of approximately 697 acres with
improvements, located in Anderson County Texas. The real property
includes the Debtor's home and 200 acres which he has claimed as
exempt. The exemption has been allowed. The remaining 497 acres
are not exempt.
The Debtor asks authority to sell 373.813 acres of the Non-Exempt
Property to the Buyer. The Buyer's address is PO Box 100, Larue,
Texas, 75770. The sales price is $950,000. The real property to
be sold is located in Anderson County, Texas, and consists of
372.475 acres in the Jessie A Morton A-514 and the John Padon A-449
and 1.338 acres in the William M. Gibson, A-343, totaling 373.813
acres, as described in the Contract.
The Seller has agreed to pay the cost of an owner policy of title
insurance, tax statements or certificates, preparation of the deed,
and one half of the escrow fee and any other expenses payable by
the Seller under the Contract. The Seller employed Steve Sussdorf,
a real estate broker, whose address is 917 N. Mallard, Palestine,
Athens, Texas 75801, 903-391-4743, e-mail address:
steve.sussdorf@yahoo.com, to assist in the sale of the property.
The agreed compensation for the Broker is a commission of 6% of the
sales price, to be split with the broker for the Buyer if the Buyer
is represented by a broker.
The closing costs for the Seller, including the title policy and
brokerage fee are approximately $63,500. Taxes for the current
year will be prorated through the closing date, which is May 14,
2021 or within seven days after objections have been cured or
waived, whichever is later.
The Buyer has agreed to accept the Sale Property "as is." The Sale
Property is to be sold free and clear of liens, claims and
encumbrances and the liens will follow the proceeds. The Debtor is
not aware of any liens against the Property other than tax liens
for unpaid property taxes.
A proof of claim has been filed by Anderson County, Palestine
Independent School District and Trinity Valley Community College
for unpaid taxes through the tax year 2020 in the amount of
$30,766.28. The claim was filed by the County of Anderson,
collecting taxes for all three tax entities. The address for the
County of Anderson is PO Drawer 1990, Palestine, TX 75802-1990.
The notice address for the County of Anderson is Tara LeDay, at
McCreary, Veselka, Bragg & Allen, P.C. PO Box 1269, Round Rock, TX
78680-1269. The sale is permitted under 11 U.S.C. Section
363(f)(3) because the Sales Price is greater than the aggregate
value of all liens on the Sale Property.
The Seller believes the offer to be fair consideration for the
value and nature of the Sale Property. He wishes to accept the
offer and sell the Sale Property under the terms set forth and as
set out more fully in the Contract.
A copy of the Contract is available at https://tinyurl.com/awwdshxp
from PacerMonitor.com free of charge.
Charles A. Phillip sought Chapter 11 protection (Bankr. E.D. Tex.
Case No. 20-60572) on Nov. 13, 2020. The Debtor tapped Glen
Patrick, Esq., at McNally & Patrick, LLP as counsel.
CHARM HOSPITALITY: April 28 Plan Confirmation Hearing Set
---------------------------------------------------------
On Feb. 17, 2021, the U.S. Bankruptcy Court for the District of
Nevada conducted a hearing to consider approval of the Disclosure
Statement to Accompany Plan of Reorganization of Debtor Charm
Hospitality, LLC.
On March 18, 2021, Judge Bruce T. Beesley approved the Amended
Disclosure Statement and ordered that:
* April 14, 2021 is fixed as the last day to file any
objections to confirmation of the Plan, and any briefs in support
of confirmation.
* April 14, 2021 is fixed as the last day to file any
Declarations in support of, or in opposition to, confirmation of
the Plan.
* April 21, 2021 is fixed as the last day to file any reply in
support of confirmation of the Plan.
* April 14, 2021 is fixed as the last day to file all ballots
for acceptance or rejection of the Debtor's Plan.
* April 28, 2021 at 2:00 p.m. is the date and time for the
hearing on the Confirmation of the Plan.
A full-text copy of the order dated March 18, 2021, is available at
https://bit.ly/3rt5FQ4 from PacerMonitor.com at no charge.
Attorneys for the Debtor:
A.J. Kung, Esq.
Brandy Brown, Esq.
KUNG & BROWN
1020 Garces Ave.
Las Vegas, Nevada 89101
Tel: (702) 382-0883
Fax: (702) 382-2720
E-Mail: ajkung@ajkunglaw.com
bbrown@ajkunglaw.com
About Charm Hospitality
Charm Hospitality, LLC, is a Nevada Limited Liability Company, that
owns and operates a 77-room hotel located at 3019 Idaho Street,
Elko, NV. The hotel was operated under the Wingate Inn By Wyndham
Elko brand. The company is owned by Paramjit Kaur.
Charm Hospitality filed a Chapter 11 petition (Bankr. D. Nev. Case
No. 20-50880) on Sept. 15, 2020. In the petition signed by Larry
Williams, corporate representative, the Debtor disclosed $3,099,287
in assets and $7,472,409 in liabilities. Kung & Brown, serves as
bankruptcy counsel to the Debtor.
CHESAPEAKE ENERGY: Reaches $1.9 Million Wetlands Pollution Deal
---------------------------------------------------------------
Law360 reports that a Chesapeake Energy Corp. subsidiary agreed to
pay a $1.9 million civil penalty over Clean Water Act-related
issues at 76 oil and gas sites in Pennsylvania and will work to fix
the environmental harm, according to a proposed consent decree
filed Wednesday, March 24, 2021.
Chesapeake Appalachia LLC will address its impacts to nearly 26
acres of wetlands and more than 2,300 linear feet of streams. The
consent decree compels the company to do restoration work and to
seek permits "after-the-fact" when fill must be left where it is,
according to court documents. "This settlement resolves many
violations over several years."
About Chesapeake Energy Corp.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's
(NASDAQ: CHK) operations are focused on discovering and responsibly
developing its large and geographically diverse resource base of
unconventional oil and natural gas assets onshore in the United
States.
Chesapeake Energy and its affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 20-33233) on June 28, 2020, after
reaching terms of a Chapter 11 plan of reorganization to eliminate
approximately $7 billion of debt.
The Debtors tapped Kirkland & Ellis LLP as legal counsel, Jackson
Walker LLP as co-counsel and conflicts counsel, Alvarez & Marsal as
restructuring advisor, Rothschild & Co and Intrepid Financial
Partners as financial advisors, and Reevemark as communications
advisor. Epiq Global is the claims agent, maintaining the page
http://www.chk.com/restructuring-information
Wachtell, Lipton, Rosen & Katz serves as legal counsel to
Chesapeake Energy's Board of Directors.
MUFG Union Bank, N.A., the DIP facility agent and exit facilities
agent, has tapped Sidley Austin LLP as legal counsel, RPA Advisors
LLC as financial advisor, and Houlihan Lokey Capital Inc. as
investment banker.
Davis Polk & Wardell LLP and Vinson & Elkins L.L.P. serve as legal
counsel to an ad hoc group of first lien last out term loan lenders
while Perella Weinberg Partners and Tudor, Pickering, Holt & Co.
serve as the group's investment bankers.
Franklin Advisers, Inc., has tapped Akin Gump Strauss Hauer & Feld
LLP as legal counsel, FTI Consulting, Inc. as financial advisor,
and Moelis & Company LLC as investment banker.
On July 9, 2020, the Office of the U.S. Trustee appointed a
committee to represent unsecured creditors in Debtors' Chapter 11
cases. The unsecured creditors' committee has tapped Brown Rudnick,
LLP and Norton Rose Fulbright US, LLP as its legal counsel, and
AlixPartners, LLP as its financial advisor.
On July 24, 2020, the bankruptcy watchdog appointed a committee of
royalty owners. The royalty owners' committee is represented by
Forshey & Prostok, LLP.
CHRISTINE SKANDIS: Trustee Selling Property in Bangor for $225K
---------------------------------------------------------------
Jeff A. Moyer, the Chapter 7 Trustee for the estate of Christine
Skandis, asks the U.S. Bankruptcy Court for the Western District of
Michigan to authorize the sale of the real property located in the
Township of Geneva, County of Van Buren and State of Michigan,
commonly known as 62949 22nd Ave., in Bangor, Michigan, to Ioan
Ciupe and Ioana Ardelean for $225,000, subject to higher and better
offers.
Included among the assets of the bankruptcy estate is the Property.
The Property is legally described as the Northwest quarter of the
Southeast quarter and the East 5 acres of the Northeast quarter of
the Southwest quarter of Section 34, Town 1 South, Range 16 West,
according to the Government Survey thereof. Parcel No.:
80-09-034-001-00.
The Trustee has received an offer to purchase the Property from the
Buyers.
Based upon information provided to the Trustee, including title
work obtained from the Reliance Title Agency, the Property is
subject to a number of title and lien issues, including:
a. The Property is currently titled in the name of the Larry
Bell Trust and was sold to the Debtor on land contract (a
Memorandum of Land Contact was recorded on March 3, 2014 at Liber
1598, Page 220, Van Buren County, Michigan). That land contract
has been paid in full, and a warranty deed is being prepared to
transfer title into the Debtor's (and bankruptcy estate's) name,
and which will then be recorded at closing at the same time as the
back property taxes are paid in full as a requirement of transfer.
Title to the successful purchaser will then be conveyed by means of
a (second) Trustee's deed from the estate to the successful
purchaser, all as part of the same simultaneous closing
transaction;
b. There are several years of unpaid taxes, including 2017
(subject to a Certificate of Forfeiture), 2018, 2019 and 2020, all
of which will be paid at closing as a condition of recording the
transfer of ownership;
c. The Property is subject to a possible unrecorded mortgage
held by Richard Skandis which pursuant to the terms of the
Promissory Note has a payoff balance due as of Jan. 9, 2020, of
$106,800 (See Proof of Claim #3, dated 1/9/2020 with principal
amount due of $89,000, interest at 10%, calculated yearly not in
advance, beginning March 14, 2018). The Trustee estimates that the
payoff balance due on the Promissory Note will be approximately
$116,305.20 as of April 30, 2021. The Trustee and Richard Skandis
have entered into a stipulation where by the possible mortgage
interest of Richard Skandis is avoided pursuant to 11 U.S.C.
Section 544(a)(3) and preserved for the benefit of the Bankruptcy
Estate pursuant to 11 U.S.C. Section 551;
d. The Property is also subject to a recorded judgment lien
held by Eldean Company, pursuant to a judgment entered on May 15,
2019 in Van Buren County and a Notice of Judgment Lien recorded on
June 6, 2019 at Liber 1685, Page 219, Van Buren County, Michigan
claiming a balance due of $157,117.62;
e. The Property is subject to a Notice of Lis Pendens filed
by Eldean Company recorded on September 30, 2019 at Liber 1690,
Page 68 Van Buren County, Michigan;
f. The Property is subject to the following liens filed by
the Debtor post-petition: i) a Notice of Lis Pendens, recorded on
May 27, 2020 at Liber 1700, Page 585, Van Buren County, Michigan;
ii) a Claim of Lien recorded on May 27, 2020 at Liber 1700, Page
586, Van Buren County, Michigan; iii) a Notice a Lis Pendens,
recorded on May 27, 2020 at Liber 1700, Page 587, Van Buren County,
Michigan; iv) Notice of Lis Pendens, recorded on May 27, 2020 at
Liber 1700, Page 588, Van Buren County, Michigan; v) The exemption
filed by the Debtor under 11 U.S.C. Section 522(d)(5), and
established by the Court's Order dated Feb. 6, 2021 (Docket # 449)
in the
amount of $1,266.
The Trustee has identified a number of issues that need to be
resolved before any sale proceeds can be distributed, including a
possible priority dispute involving the unrecorded mortgage
interest of Richard Skandis and the other recorded lien claims, the
validity of the amount claimed by Eldean Company, the validity of
the liens filed by the Debtor post-petition and the priority
between the Debtor’s allowed exemption and the unrecorded
mortgage of Richard Skandis and the recorded judgment lien held by
Eldean Company. The resolution of these matters will likely require
further litigation, including, but not limited to, adversary
proceedings to resolve.
To avoid delaying the sale of the Property while the lien issues
identified are resolved, the Trustee is proposing to sell the
Property at auction as further set forth below, pay all outstanding
property taxes necessary to record the warranty deed from the Larry
Bell Trust into the estate's name, transfer the Property to the
successful high bidder by means of a Trustee's deed, pay all the
standard and necessary costs of closing and then place the balance
of the net proceeds into an escrow account pending the outcome of
any follow-on litigation necessary for the the Court to determine
each party’s entitlement to those proceeds and in what amount.
The Trustee is not aware of any other interests, liens or
encumbrances on or against the Property.
The proceeds of the sale will be distributed in the following
order:
a. Payment of the delinquent and pro-rated property taxes
owing on the Property of approximately $22,771.55;
b. Payment of realtor's commission of 6% of the sale price;
c. Payment of standard closing and recording costs
attributable to the seller; and
d. The balance to be placed in escrow pending further
determination by the Court as to which party is entitled to how
much of the net proceeds remaining.
The Trustee is asking approval of the offer and sale free and clear
from all liens, claims or interests, except for any claims for back
real estate taxes or other liens or assessments directly related to
the Property itself as identified. Such liens, claims or interests
will attach to the proceeds.
Further, the Property will be sold on an "as is" and "where is"
basis. No warranty whatsoever is being made as to the usability,
fitness for a particular purpose, zoning, suitability,
inhabitability, environmental quality, chain of title, or any other
matter. The Trustee is specifically making no warranties or
representations regarding this Property whatsoever. The identified
Purchaser, or any other proposed Purchasers, are entirely
responsible for viewing the Property, determining its suitability
and value, and calculating its or their bid.
The Trustee will solicit and accept additional bids on the
Property. Any other interested potential Purchasers must contact
the Trustee, the Trustee's Attorney, or the Trustee's realtor a
minimum of 2 days prior to the date of the hearing set by the Court
on the Motion and sale to be pre-qualified with proof of sufficient
financing available to place a bid for the Property.
Any additional bids must be with cash bids or demonstrated
available financing, on these same terms, with the first successive
bid in the amount of $227,000 and bids to be in increments of at
least $1,000, thereafter, or such other amounts as the Trustee
determines appropriate at the time of the auction. No other offer
on any other terms will be considered.
The successful high bidder will have 72 hours from the conclusion
of the Court's hearing and approval of its or their bid to place a
non-refundable earnest money deposit of $2,500 with the Trustee or
his realtor to be held in escrow pending the actual closing of the
sale and credited towards the approved purchase price at that time.
Should the high approved bidder be unable to close within the
timeframes set forth, the earnest money deposit will be forfeited
without further Court Order or hearing.
None of the four additional parties who have expressed interest in
bidding on, and/or purchasing this Property have any relationship
with, or are related to the Trustee or his counsel, the Bankruptcy
Judge who might approve such sale, nor any person affiliated with
the Office of the United States Trustee, nor the Debtor or Larry
Fuller, with the exception of one party. A combined party of
George Ann Skandis and Kimberlie Skandis have expressed interest in
making a joint offer to purchase the Property and are two of the
older Sisters of the Debtor.
Based upon high interest in the Property and the expectation of
competitive bidding, the Trustee asks the Court sets a bifurcated
hearing on the Motion and sale. The Motion asks an initial hearing
to approve the bidding process, as well as to authorize and allow a
follow-on auction to be conducted by the Trustee by Zoom and
simultaneously by telephone in a separate break-out room.
After conclusion of the auction, the Trustee then anticipates
coming back to the Court for the remainder of the hearing to seek
approval and confirmation from the Court of the highest bidder, the
highest back-up bidder and the second highest back-up bidder and
the amounts for each.
Each party approved and confirmed by the Court will then have 21
days to close from the later of, the entry of an Order approving
the sale and the high bidder, or from whatever date the Trustee
notifies the successive back-up bidder they can then purchase the
Property, with the exception that any bidder utilizing VA funding
will have 30 days from those dates to close.
The Trustee further asks that the Property be noticed out to the
Buyers List for review, consideration and possible further bids.
The sale will be subject to the approval of the Court.
Based upon the accruing and accumulating charges for delinquent
property taxes owed on the Property, the Trustee asks the 14-day
appeal period on an Order approving the Motion and sale be waived
under the provisions of Fed. R. Bkrtcy. P. 6004(h). Upon approval
of this Motion and sale, a closing date will be held as soon as
possible with the date to be determined by mutual agreement of the
Trustee and Purchaser or successful high bidder, and may be
extended only in writing by the mutual agreement of the Trustee and
the
Purchaser or successful high bidder.
If approved, all costs and expenses incurred by the Trustee,
including all administrative and legal expenses of the Bankruptcy
Estate relating to the sale of this Property as well as the
statutory commission and all other expenses of the sale will be
charged against the sale proceeds being paid to the estate. Such
expenses will be a first claim against the sale proceeds in
accordance with Section 506(c).
The Trustee believes that approval of the Motion and sale as
outlined is in the best interests of the estate, its creditors and
that it should be approved. Any objections must be filed and
served no later than two days prior to the date of the hearing set
by the Court on the Motion and sale.
The bankruptcy case is In re: Christine Skandis, Case No. GG
19-05319 (Bankr. W.D. Mich.). Christine Skandis filed a
voluntary petition for relief under Chapter 13 on Dec. 26, 2019.
The case was subsequently converted to Chapter 7 on May 21, 2020.
Jeff A. Moyer is the Trustee in the Chapter 7 case.
CLEAR INVESTIGATIVE: Seeks Court Approval to Hire Accountant
------------------------------------------------------------
Clear Investigative Advantage, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Texas to employ Greg
Schaefers, an accountant practicing in Texas.
Mr. Schaefers will assist the Debtor in the preparation of tax
returns and will provide other accounting services in the Debtor's
Chapter 11 case.
The accountant will be paid a flat fee of $750 and will receive
reimbursement for out-of-pocket expenses incurred.
Mr. Schaefers disclosed in a court filing that he is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
About Clear Investigative Advantage
Clear Investigative Advantage, LLC, a Frisco, Texas-based licensed
private investigative firm, filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No.
21-40139) on Jan. 29, 2021. Jason Johnston, chief executive
officer, signed the petition.
At the time of filing, the Debtor disclosed $205,489 in assets and
$2,255,555 in liabilities.
The Debtor tapped Eric A. Liepins, P.C. and Greg Schaefers as its
bankruptcy counsel and accountant, respectively.
CLEARPOINT NEURO: Incurs $6.8 Million Net Loss in 2020
------------------------------------------------------
Clearpoint Neuro, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$6.78 million on $12.83 million of total revenues for the year
ended Dec. 31, 2020, compared to a net loss of $5.54 million on
$11.22 million of total revenues for the year ended Dec. 31, 2019.
As of Dec. 31, 2020, the Company had $29.52 million in total
assets, $27.14 million in total liabilities, and $2.38 million in
total stockholders' equity.
At Dec. 31, 2020, the Company had cash and cash equivalent balances
aggregating $20.1 million, resulting primarily from completion of
the 2019 PIPE and the note issuances pursuant to the 2020 Financing
Transaction.
The Company has incurred net losses since its inception which has
resulted in a cumulative deficit at Dec. 31, 2020 of approximately
$120 million. In addition, the Company's use of cash from
operations amounted to $7.8 million for the year ended Dec. 31,
2020. Since inception, the Company has financed its operations
principally from the sale of equity securities, the issuance of
notes payable and license arrangements.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/1285550/000117152021000138/eps9537.htm
About ClearPoint Neuro
ClearPoint Neuro formerly MRI Interventions, Inc. --
http://www.clearpointneuro.com-- is a medical device company that
develops and commercializes innovative platforms for performing
minimally invasive surgical procedures in the brain under direct,
intra-procedural magnetic resonance imaging, or MRI, guidance.
Applications of the Company's current product portfolio include
deep-brain stimulation, laser ablation, biopsy, neuro-aspiration,
and delivery of drugs, biologics, and gene therapy to the brain.
CLEVELAND BIOLABS: Incurs $2.4 Million Net Loss in 2020
-------------------------------------------------------
Cleveland Biolabs, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$2.44 million on $262,942 of revenues for the year ended Dec. 31,
2020, compared to a net loss of $2.69 million on $1.11 million of
revenues for the year ended Dec. 31, 2019.
As of Dec. 31, 2020, the Company had $2.32 million in total assets,
$304,611 in total liabilities, and $2.01 million in total
stockholders' equity.
Cleveland, Ohio-based Meaden & Moore, Ltd. issued a "going concern"
qualification in its report dated March 22, 2021, citing that the
Company has incurred losses each year from inception through
Dec. 31, 2020, and continues to have negative cash flow from
operations. However, management believes, based on the current
projections, including the impact of the February 2021 equity
raise, that the Company will have enough funds to ensure continuing
operations as a stand-alone entity for a period of at least one
year from the issuance of these financial statements.
Net cash used in operations decreased by $0.3 million to $2.4
million for the year ended Dec. 31, 2020 from $2.7 million for the
year ended Dec. 31, 2019. Net cash used in operating activities
for the period ending Dec. 31, 2020 consisted of a reported net
loss of $2.4 million, which was further increased by $0.1 million
of net non-cash operating activities, and decreased by $0.1 million
due to changes in operating assets and liabilities.
Net cash provided by investing activities decreased by $0.1 million
to $0.1 million for the year ended Dec. 31, 2020 from $0.2 million
for the year ended Dec. 31, 2019. The net cash provided by
investing activities for the years ended December 31, 2020 and 2019
consisted primarily of the net sales of short-term investments.
Net cash provided by financing activities increased by $3.2 million
to $3.2 million for the year ended Dec. 31, 2020 from $0.0 million
for the year ended Dec. 31, 2019. Net cash provided by financing
activities for the year ended Dec. 31, 2020 consisted of proceeds
from issuance of common stock and the exercise of warrants.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/1318641/000143774921006758/cbli20201231_10k.htm
About Cleveland BioLabs
Cleveland BioLabs, Inc. -- http://www.cbiolabs.com-- is a
biopharmaceutical company developing novel approaches to activate
the immune system and address serious medical needs. The Company's
proprietary platform of Toll-like immune receptor activators has
applications in radiation mitigation and oncology. The Company's
most advanced product candidate is entolimod, which is being
developed as a medical radiation countermeasure for the prevention
of death from acute radiation syndrome and other indications in
radiation oncology. The Company was incorporated in Delaware in
June 2003 and is headquartered in Buffalo, New York.
COMFORT CARE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Comfort Care, LLC
8527 S. Stony Island
Chicago, IL 60617
Chapter 11 Petition Date: March 24, 2021
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 21-03842
Judge: Hon. Jacqueline P. Cox
Debtor's Counsel: William E. Jamison, Jr., Esq.
WILLIAM E. JAMISON & ASSOCIATES
53 W. Jackson Blvd., Suite #309
Chicago, IL 60604
Tel: (312) 226-8500
Email: wjami39246@aol.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Sandy Wilborn, manager/chief executive
officer.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/OYHFGUY/Comfort_Care_LLC__ilnbke-21-03842__0002.0.pdf?mcid=tGE4TAMA
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/O4M6F2Y/Comfort_Care_LLC__ilnbke-21-03842__0001.0.pdf?mcid=tGE4TAMA
CONGERS PHARMACY: Wins Cash Collateral Access on Final Basis
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York has
authorized Congers Pharmacy Inc. to, among other things, use cash
collateral on a final basis.
The use of the Debtor's personal property, including cash in bank
accounts, which potentially constitutes collateral of McKesson
Corporation, Capital One Bank Corporation as an SBA lender, and
AmerisourceBergen Drug Corporation is essential to the continued
preservation and maximization of the Debtor's estate.
On January 3, 2018, the Debtor and McKesson entered into a supply
contract under which the Debtor granted a security interest in all
of its assets, including but not limited to accounts receivable, to
secure Debtor's purchases of pharmaceutical products. On January 3,
2018, McKesson perfected its security interest by recording a
financing statement with the New York Department of State, Filing
No. 201801035013845. As of the Petition Date, McKesson was owed
$5,101, which debt has now been paid subject to the terms of the
Court's order authorizing such payment.
The Debtor is obligated as a borrower under a note dated May 15,
2018, a security agreement and a UCC-1 fixture filing with Capital
One pursuant to which it borrowed the original principal amount of
$460,000 as a Small Business Administration loan. On May 16, 2018,
Capital One perfected its security interest by, among other things,
control of deposit accounts and recording a financing statement
with the New York Department of State, Filing No. 201805168224155.
The Debtor is a party to a supply contract with AmerisourceBergen
Drug Corporation. Under the supply contract and related documents,
the Debtor granted ABC a security interest in substantially all of
the Debtor's assets. ABC's security interest is secured by a UCC-1
financing statement recorded on February 8, 2018 with the New York
Department of State, Filing No. 201802085170774, and pursuant to a
subordination agreement between ABC and the Capital One, ABC's
security interest, while second in priority by virtue of the date
of recordation, is subordinated to the Capital One's claim and
security interest up to $460,000 plus other amounts.
The Debtor also received an Economic Injury Disaster Loan from the
SBA on May 16, 2020, in the amount of $150,000 for relief due to
the pandemic. This loan will become payable beginning in May of
2021. The SBA has perfected a security interest for the Disaster
Loan by filling a UCC Financing Statement with New York State,
dated May 25, 2020.
Under the Economic Aid to Hard-Hit Small Businesses, Nonprofits and
Venues Act, signed into law on December 27, 2020, the SBA provided
guidance for lenders such as Capital One, wherein the SBA paid two
months of principal, interest, and any associated fees that Debtor
owes to Capital One under the Capital One Loan Documents. As a
result, the SBA paid the Debtor's payment obligations under the
Capital One Loan Documents for February and March 2021.
The Debtor is permitted to use the Cash Collateral to pay the
PrePetition Indebtedness to McKesson in accordance with the
Debtor's request to pay critical vendors, which has been granted by
separate Court order. On and after the Petition Date, the Debtor is
permitted to purchase products including pharmaceutical products
from McKesson on agreed-upon credit terms, in the amounts set forth
in the Budget. The postpetition purchases may be paid using Cash
Collateral. To the extent McKesson holds a valid, perfected and
enforceable security interest in the Collateral, McKesson will
maintain its first priority security interest in the Collateral on
account of purchases of the Purchased Products on agreed-upon trade
credit terms.
In addition to the existing rights and interests of McKesson, the
Secured Creditor and ABC in the Cash Collateral and for the purpose
of adequately protecting McKesson, the Secured Creditor and ABC
from diminution in the value of the Collateral, McKesson, the
Secured Creditor and ABC are granted replacement liens, only to the
extent that their respective liens were or are deemed valid,
perfected and enforceable as of the Petition Date in the continuing
order of priority of their prepetition liens.
The replacement liens are subject and junior to: (i) United States
Trustee fees pursuant to 28 U.S.C. Section 1930, together with
interest, if any, pursuant to 31 U.S.C. Section 3717 and any
Clerk's filing fees; (ii) the fees and commissions of a
hypothetical Chapter 7 trustee in an amount not to exceed $10,000,
and (iii) the fees and expenses of Debtor's bankruptcy counsel
retained by the Debtor in an amount not to exceed $20,000 for
post-petition legal services. In addition, the Replacement Liens
granted will not attach to the causes of action belonging to the
estate under sections 542 through 553 of the Bankruptcy Code and
the proceeds thereof.
McKesson, the Secured Creditor and ABC will also have an
administrative expense claim in the Debtor's Chapter 11 Case and
against the Debtor's bankruptcy estate for the Debtor's use of Cash
Collateral to the extent of any diminution in the value of
McKesson's and/or Secured Creditor's respective interests in the
Cash Collateral.
All Replacement Liens granted are deemed effective, valid, and
perfected as of the Petition Date, without the necessity of filing
or recording by or with any entity of any documents or instruments
otherwise required to be filed or recorded under applicable
non-bankruptcy law.
The Debtor is also directed to maintain all necessary insurance as
required by the Secured Lender under the respective loan documents
and the Office of the United States Trustee.
A copy of the order is available for free at https://bit.ly/3d6l2Zl
from PacerMonitor.com.
About Congers Pharmacy Inc.
Congers Pharmacy Inc. is a pharmacy that operates its improved
leased property located at 15 S. Route 303, Congers, NY 10920. It
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. N.Y. Case No. 20-23275) on December 15, 2020.
Judge Robert D. Drain oversees the case.
Bronson Law Offices, P.C. is the Debtor's legal counsel.
DEA BROTHERS: Seeks to Hire Financial Relief as Legal Counsel
-------------------------------------------------------------
DEA Brothers Sisters LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ Financial
Relief Legal Advocates, Inc. as its legal counsel.
The firm will provide these services:
a. advise the Debtor regarding the requirements of the
bankruptcy court, the Federal Rules of Bankruptcy Procedure, and
the Office of the United States Trustee;
b. advise the Debtor regarding its rights under the Bankruptcy
Code;
c. advise the Debtor regarding the rights and remedies of its
bankruptcy estate and the rights, claims, and interests of
creditors;
d. advise and consult with any special counsel employed in the
representation of Debtor in any adversary proceeding;
e. advise the Debtor on legal issues concerning the use and
disposition of property of the estate; and
f. seek approval of the Debtor's disclosure statement and
confirmation of its Chapter 11 plan of reorganization.
Financial Relief Legal Advocates will be paid at the rate of $350
per hour, and a retainer in the amount of $12,500. The firm will
also be reimbursed for out-of-pocket expenses incurred.
John Bauer, Esq., a partner at Financial Relief Legal Advocates,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
John H. Bauer, Esq.
Financial Relief Legal Advocates, Inc.
56925 Yucca Trail, Suite 512
Yucca Valley, CA 92284
Telephone: (714) 319-3446
Email: Johnbhud@aol.com
About DEA Brothers Sisters LLC
DEA Brothers Sisters, LLC is a single asset real estate debtor (as
defined in 11 U.S.C. Section 101(51B)).
DEA Brothers Sisters sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Calif. Case No. 21-10608) on March 10,
2021. Enayat Ali Jiwani, managing member, signed the petition. In
the petition, the Debtor disclosed assets of between $1 million and
$10 million and liabilities of the same range.
Financial Relief Legal Advocates, Inc. is the Debtor's legal
counsel.
DEWIT DAIRY: $10.15-Mil. Sale of Properties to Oak Valley Approved
------------------------------------------------------------------
Judge Joseph M. Meier of the U.S. Bankruptcy Court for the District
of Idaho authorized Dewit Dairy's sale of the following properties
to Oak Valley Land Co. for the gross sales price of $10.15
million:
a. the real property located at 2011 Bob Barton Highway, in
Wendell, Idaho;
b. certain dairy operations and irrigation equipment; and
c. all Magic Valley Quality Milk Producer ("MVQMP")
production base, retains, capital accounts and equity positions
held by the Debtor.
The Debtor held a sale of the Property on March 9, 2021. A hearing
on the Motion was held on March 10, 2021.
The Debtor will provide MetLife, KeyBank, and Glen Capps with five
business days a written notice of the scheduled closing date. At
the Closing, the Debtor is authorized to pay from the Sale proceeds
all appropriate customary and usual Closing costs, real and
personal property taxes, and will immediately payoff the existing
liens held by MetLife, KeyBank, and Glen Capps. The Debtor will
have no further right, title, claim or interest in the funds paid
to MetLife, KeyBank, and Glen Capps from the Sale proceeds. All
remaining Sale proceeds will be held by Debtor in the Debtor in
possession bank account pending further order from the Court.
The Sale proceeds estimated to be distributed by the Closing agent,
$6,024,725.60 in total, are: (i) estimated payment to MetLife -
$4,778,025.60; (ii) estimated payment to KeyBank - $562,700; (iii)
estimated payment to Glen Capps (judgment lien) - $188,000; (iv)
estimated property taxes (pro-rated) - $15,000; (v) estimated
closing costs - $75,000; and (vi) estimated Realtor compensation -
$406,000.
MetLife, KeyBank, and Glen Capps are directed to provide the Debtor
with an updated statement of the amounts due that are secured by
their respective liens that are to be paid from the Sale proceeds
prior to the scheduled Closing date.
Pursuant to 11 U.S.C. Section 365, the Debtor is authorized to
transfer and assign any interest it has in the MVQMP milk contracts
or milk base described in the contracts to the Purchaser.
Except as outlined in the Sale Motion, the Sale of the Property
will be "As Is, Where Is" without warranty of any kind from the
Debtor or bankruptcy estate. The Closing will occur as soon as
practicable after entry of the Order.
As authorized by Bankruptcy Rule 6004(h), the Order will be
effective and enforceable immediately upon its entry.
About Dewit Dairy
Dewit Dairy operates a dairy farm in Wendell, Idaho.
Dewit Dairy sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Idaho Case No. 20-40734) on Sept. 18,
2020. At the time of filing, the Debtor estimated $10,000,001 to
$50,000,000 in assets and $1,000,001 to $10,000,000 million in
liabilities. Matthew Todd Christensen, Esq., at Angstman Johnson,
PLLC, serves as Debtor's legal counsel.
DGWB VENTURES: Perez Buying Substantially All Assets for $6-Mil.
----------------------------------------------------------------
DGWB Ventures, LLC, filed with the U.S. Bankruptcy Court for the
Central District of California a notice of its proposed sale of
substantially all assets to Frank Perez and/or his assignees,
outside the ordinary course of business, for $6,033,500.
A hearing on the Motion is set for April 7, 2021, at 10:00 a.m.
Objections, if any, must be filed at least 14 days before the
hearing on the Motion.
The Assets of the Debtor are comprised of the real property located
at 217 N. Main Street, Santa Ana, California 92701 ("Building"),
and two adjacent parking lots located at 210-220 N. Bush Street,
Santa Ana, California 92701 ("Parking Lots"), as well as
substantially all office furniture owned by the Debtor and located
within the Building.
The Property is assigned Assessor's Parcel Numbers 398-602-02,
398-602-03 and 398-602-04, and is legally described as follows:
Lots 5, 8, 9, 10 and the North half of Lot 7 of the Resubdivision
of Block 7 of the Town of Santa Ana, in the City of Santa Ana,
County of Orange, State of California, as shown on a Map recorded
in Book 5, Page 46 of Miscellaneous Maps, in the Office of the
County Recorder of said County.
The Building is listed in the National Register of Historic Places
and is commonly known as the "Barrister Building." It is a
five-story office building constructed in 1935 that previously
served as Santa Ana’s City Hall.3 The Building is situated on the
Property, which includes two immediately adjacent parking lots. The
Building consists of approximately 36,161 square feet of rentable
office space, of which 2,881 is currently leased pursuant to nine
separate lease agreements. Eight of the nine leases are
month-to-month.
The Building's low occupancy ratio is a result of several factors.
First, in 2018, DGWB, Inc. ("Former Tenant"), a marketing firm that
previously leased three full floors and portions of the first floor
and lower level of the building, stopped paying its rent. Former
Tenant's nonpayment of rent culminated in a June 2019 state court
judgment in favor of the Debtor for unpaid rent and unlawful
detainer. After finally removing the Former Tenant from the
Property in July 2019 and spending significant time and money
remediating it, the Debtor was unable to lease the three floors of
space previously occupied by the Former Tenant before the COVID-19
pandemic set in with disastrous effects on commercial leasing.
The Debtor is also a counterparty to that certain Management
Agreement dated Jan. 3, 2020, with SP Plus Corp., which manages the
Parking Lots and related facilities located on the Property. The
term of the Executory Contract is three years, with a commencement
date of Dec. 1, 2019, and continuing through Nov. 30, 2022. After
the initial term, the Executory Contract will automatically renew
month-to-month, subject to termination by either party.
The Debtor also owns the Office Furniture located in the Building,
which consists of the following: (i) 82 workstations with office
chairs; (ii) 56 wood and steel garage storage shelves; (iii) 14
large chairs; (iv) 91 smaller conference room chairs; (v) 11 tall
chairs; (vi) 6 couches; (vii) 21 small tables; (viii) 8 large
tables; (ix) 1 extra-large conference table; and (x) 2 credenzas.
In addition, the Buyer has offered to purchase (and the Debtor has
agreed to sell) the Office Furniture for the sum of $33,500.
The Debtor commenced the case to prevent its pre-petition lender,
Citizens Business Bank, from foreclosing on the Property, which is
worth more than the amount of the Bank's claim.
The Debtor disputes the Bank's claims as follows:
Loan No. Claim No. Amount Amount
Difference
Scheduled by Debtor Asserted by Bank
0213 2 $2,032,781.56 $2,187,140.76
$154,359.20
0241 3 $1,737,890.16 $1,838,058.02
$100,167.86
0191 4 $1,014,967.30 $1,112,269.30 $
97,302
----------
$351,829.06
The only other secured creditor is the County of Orange, through
its agent, the Treasurer-Tax Collector. The Debtor scheduled the
County as having an unsecured priority tax claim in the amount of
$12,504.44, based on its prepetition property tax liability. The
County has filed its proof of claim in the amount of $41,176.95.
This amount appears to include unpaid 2020 taxes in the amount of
$12,504.44, as well as $25,509 in estimated 2021 property tax
liability, and further includes 2020 and 2021 business assessments
in the amount of $3,163.51. The Debtor intends to pay the unpaid
portion of the 2020 taxes in the amount of $12,504.44 as well as
the prorated portion of 2021 taxes in the amount of $6,079.50
through escrow in connection with the sale of the Property. The
Debtor also intends to pay any unpaid business assessments to the
extent owing as of the date of closing.
The Debtor seeks to preserve its equity in the Property so that it
can pay all creditors' allowed claims in full and distribute a
substantial dividend to its equity holders, while preventing the
Bank from securing a windfall.
The Motion furthers the Debtor's goals. The Debtor asks authority
to sell the Property and the Office Furniture for $6,033,500 (Real
Property - $6 million and Office Furniture - $33,500) to the Buyer
outside the ordinary course of business, free and clear of liens,
claims and encumbrances. It and also asks a finding that the
Buyer, whose address is 714 W. Olympic Blvd., #450, Los Angeles, CA
90015, is a good faith purchaser pursuant to Section 363(m). In
addition, Debtor seeks approval of its assumption and assignment to
Buyer of approximately eight month-to-month office space leases,
one basement and rooftop space lease for cellular towers, and one
executory contract related to management of the Parking Lots.
The Debtor and the Buyer have executed their Purchase and Sale
Agreement, including any addenda and amendments thereto. The
escrow holder, Ticor Title Co. has received the Buyer's $180,000
deposit as called for in the PSA. The balance of the Purchase
Price, which will come by way of a loan to the Buyer from the U.S.
Small Business Administration, is due at closing. Both the Debtor
and the Buyer believe the financing contingency set forth in the
PSA will be waived in that the Buyer has apparently secured the SBA
loan, and intends to waive the contingency by the PSA's deadline of
March 19, 2021.
The Debtor's and Broker's marketing efforts also generated an offer
from the Buyer to purchase the Office Furniture for $33,500 as
described in the 1st Amendment to the Purchase and Sale Agreement.
However, so as to not interfere with the Buyer's loan approval from
the SBA, the Parties have agreed that the sale of the Office
Furniture may be consummated outside of Escrow. In order to
streamline the sale, by the Motion, Debtor is asking authority to
sell to the Buyer both the Property and the Office Furniture, which
constitute substantially all of the Estate's non-cash assets. The
anticipated closing of the sale is April 14, 2021.
The Debtor has vigorously marketed the Property for the past year
and half, including over the course of the COVID-19 pandemic, and
believes that the Buyer's offer represents a fair market value for
the Sale Assets. The Buyer is ready, willing and able to close the
sale and the Debtor respectfully asks that the Court grants the
Motion.
The Debtor proposes to distribute the sale proceeds as follows:
Escrow Fee ($3,250), Document Preparation Fee ($50), Third Party
Mobile Signing Fee ($150), Standard Owners Policy ($7,088),
Recording Fees ($6,600), NHD (Natural Hazards Disclosures)
($169.95), Prorated 2021 Taxes (APN 398-602-02) (est.) ($5,044.93),
Prorated 2021 Taxes (APN 398-602-03) (est.) ($374.89), Prorated
2021 Taxes (APN 398-602-04) (est.) ($659.68), Real Estate
Commission - CBRE ($150,000), Real Estate Commission - Major
Properties (Buyer's broker) ($150,000), Misc./Additional Invoices
(est.) ($6), Bank - 0213 Loan (undisputed portion) ($2,032,781.56),
Bank - 0241 Loan (undisputed portion) ($1,737,890.16), Bank - 0191
Loan (undisputed portion) ($1,014,967.30), Unsecured Claims
(Schedule E) ($80,857.79), and County - Unpaid Business Assessments
(per Proof of Claim) ($3,163.51). The Estimated Net Proceeds to
Estate after distributions to Creditors and payment of costs is
$840,446.23.
The Debtor proposes to hold the net proceeds in trust until such
time as the amount of the Bank's allowed claim can be determined.
The Debtor disputes that the Bank is entitled to the prepayment
penalties in the amount asserted by the Bank in its proof of claim,
and contends that the Bank is only entitled to its fees and costs
that are reasonable. Holding the disputed portion until such time
as the allowed amount of the Bank's claim can be determined
benefits all parties as it will allow the sale transaction to close
while paying down a substantial portion of the Bank's claim.
The Motion is made pursuant to Section 363 and is made on the
grounds that (i) the Sale Assets constitute substantially all of
the assets of the Debtor's bankruptcy estate; (ii) the proposed
sale will yield $6,033,500 in gross sales proceeds and
$5,710,106.55 in net sales proceeds, which amounts are sufficient
to fully pay all creditors of the Estate; (iii) the proposed sale
is therefore in the best interests of the Estate and its creditors;
(iv) the proposed sale is in the best interests of the Debtor in
that it is expected there will be a surplus to distribute to equity
interest holders who will be in a position to wind down the Debtor
post-closing; and (v) the proposed assumption and assignment of
leases is in the best interests of the Estate in that there will be
no lease rejection damages claims and the Buyer desires to step
into the shoes of the Debtor as lessor under the leases.
Finally, the Debtor asks that the Court waives the 14-day stay
period under Rules 6004(h) and 6006(d) or, in the alternative, if
an objection to the sale is filed, reduce the stay period to the
minimum amount of time needed by the objecting party to file its
appeal.
About DGWB Ventures
DGWB Ventures, LLC is a Single Asset Real Estate debtor (as
defined
in 11 U.S.C. Section 101(51B)). The Company is the owner of fee
simple title to a property located at 217 N Main St Santa Ana,
California having an appraised value of $7.3 million.
DGWB Ventures filed its voluntary petition for relief under
Chapter
11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-10017) on
Jan. 6, 2021. Jon Ernest Gothold, manager, signed the petition. At
the time of the filing, the Debtor disclosed total assets of
$8,227,212 and total liabilities of $4,865,714. Judge Theodor C.
Albert oversees the case. Snell & Wilmer LLP serves as the
Debtor's
counsel.
DOLPHIN DINER: Case Summary & 2 Unsecured Creditors
---------------------------------------------------
Debtor: Dolphin Diner Corp.
30-03 30th Avenue, Ste 200
Astoria, NY 11102
Business Description: Dolphin Diner Corp. is a New York
corporation that operated a restaurant
located at 365 West Main Street, Huntington,
New York.
Chapter 11 Petition Date: March 25, 2021
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 21-40753
Judge: Hon. Elizabeth S. Stong
Debtor's Counsel: Lawrence F. Morrison, Esq.
Brian J. Hufnagel, Esq.
MORRISON TENENBAUM, PLLC
87 Walker Street, Second Floor
New York, NY 10013
Tel: 212-620-0938
Fax: 646-390-5095
Email: info@m-t-law.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Spiro Dimas, president.
A copy of the petition containing, among other items, a list of the
Debtor's two unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/KZL46MQ/Dolphin_Diner_Corp__nyebke-21-40753__0001.0.pdf?mcid=tGE4TAMA
DR. EDUARDO GONZALEZ: Case Summary & Unsecured Creditor
-------------------------------------------------------
Debtor: Dr. Eduardo Gonzalez-Hernandez MD PLLC
401 SW 42 Ave #200
Miami, FL 33134
Business Description: Dr. Eduardo Gonzalez-Hernandez MD PLLC
is an orthopedic surgeon in Miami, Florida.
Chapter 11 Petition Date: March 24, 2021
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 21-12749
Judge: Hon. Laurel M. Isicoff
Debtor's Counsel: Peter Spindel, Esq.
PETER SPINDEL, ESQ., P.A.
8306 Mills Dr. #458
Miami, FL 33183-4838
Tel: 305-799-5724
E-mail: peterspindel@gmail.com
Estimated Assets: $50,000 to $100,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Eduardo Gonzalez-Hernandez, manager.
The Debtor listed Ocean Bank as its sole unsecured creditor holding
a disputed claim of $1.4 million.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/PHT6STY/Dr_Eduardo_Gonzalez-Hernandez__flsbke-21-12749__0001.0.pdf?mcid=tGE4TAMA
DW PRODUCTIONS: Gets Cash Collateral Access Thru April 23
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee,
Nashville Division, has authorized DW Productions, LLC to use cash
collateral on an interim basis through April 23, 2021, and provide
adequate protection.
The Debtor requires the use of cash collateral as it does not have
sufficient available sources of unencumbered funds to operate its
business in the ordinary course of business without the use of Cash
Collateral.
DCR Mortgage 10 Sub 1, LLC is deemed a first position secured
creditor in the amount of no less than $4,683,513.35. DCR Mortgage
has filed two proofs of claim in the case, one asserting a fully
secured claim in the amount of $4,391,079.97 and a second asserting
a partially secured claim in the total amount of $2,902,315.98, of
which $1,500,000 is secured. The perfection, priority, and value of
DCR Mortgage's lien and the amount of DCR Mortgage's claim will be
determined at a subsequent hearing.
The U.S. Small Business Administration is deemed a second position
secured creditor; provided, however, it appears the SBA's claim
will be unsecured and therefore no adequate protection payments
shall be awarded to the SBA. The perfection, priority, and value of
the SBA's lien and the amount of the SBA's claim will be determined
at a subsequent hearing.
The Debtor is authorized to use cash collateral in accordance with
the Budget. Absent Court approval or written consent by DCR
Mortgage, the Debtor's aggregated expenses will not exceed 110% of
the projected aggregated expenses set forth in the Budget during
the Cash Period.
The Debtor will file, in connection with and in addition to its
March 2021 monthly operating report to be filed on or before April
15, 2021, the Budget that shows the variance between the Debtor's
projected revenue and expenses and the Debtor's actual projected
revenue and expenses for the period from (i) the week ending March
19, 2021, and (ii) the week ending April 9, 2021.
As adequate protection for the Debtor's use of cash collateral, the
Debtor will pay DCR Mortgage the amount of $15,000 within three
days of entry of the interim order. The payment will be applied to
the principal of the DCR Mortgage secured claim.
DCR Mortgage and the SBA are granted valid and perfected security
interests and liens in all of the Debtor's post-petition assets of
the type described in the loan documents providing the Secured
Creditors a lien interest in the Debtor's assets. The continuing
Replacements Liens will secure repayment of the DCR Mortgage
secured claim, be evidenced by the existing Loans, Financing
Statements, and deeds of trust and the interim order, and have the
same validity and priority as such existed as of the Petition Date.
To the extent the Replacement Liens granted to the Secured
Creditors do not provide the Secured Creditors with adequate
protection of their interests in the Debtor's assets, the Secured
Creditors will have a super-priority administrative expense claim
under Bankruptcy Code section 507(b) as necessary to fully
compensate them for the use of their Cash Collateral by the Debtor,
subordinated only to the Carve-Out.
The "Carve-Out" means, to the extent allowed by the Court at any
time, all unpaid fees, costs, and disbursements of professionals
retained by the Debtor in the case. Notwithstanding the foregoing,
the Carve-Out in favor of counsel for the Debtor will not exceed
the Retainer plus $25,000 in the event the Retainer does not
satisfy the Debtor's approved professional fees. The Carve-Out will
survive any conversion of the case to a Chapter 7.
The Debtor is also authorized to use cash collateral, in the amount
of $1,000 per month, for the purpose of payments of the
administrative expense claims of the Subchapter V Trustee.
A continued interim hearing on the matter is scheduled for April 20
at 1:30 p.m.
A copy of the order is available at https://bit.ly/3cWOa5j from
PacerMonitor.com.
About DW Productions, LLC
DW Productions, LLC -- https://dwplive.com -- specializes in
projection mapping, live events, laser scanning, projection
systems, equipment rental and sales. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn.
Case No. 21-00368) on February 4, 2021. In the petition signed by
Danny Woodrow Whetstone, president, the Debtor disclosed $4,683,513
in assets and $7,364,004 in liabilities.
Judge Randal S. Mashburn oversees the case.
Griffin S. Dunham, Esq. at Dunham Hildebrand, PLLC is the Debtor's
counsel.
E-Z GENERAL & ROOFING: May Use Cash Collateral on Interim Basis
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Fort
Myers Division, has authorized E-Z General & Roofing Contractors
Inc. to use cash collateral on an interim basis in accordance with
the budget.
The Debtor is authorized to use Cash Collateral including, without
limitation, cash, deposit accounts, accounts receivable, and
proceeds from their business operations in accordance with the
budget so long as the aggregate of all expenses for each week do
not exceed the amount in the Budget by more than 10% for any such
week on a cumulative basis. Provided, however, the Debtor is not
authorized to pay salaries to insiders without further Court order.
The Debtor is authorized to provide adequate protection to the U.S.
Internal Revenue Service and the U.S. Small Business Administration
as lenders. The Lenders are granted a replacement lien in and upon
all of the categories and types of collateral in which they held a
security interest and lien as of the Petition Date to the same
extent, validity and priority that the Lenders held as of the
Petition Date.
The Court says any funds borrowed from JPMorgan Chase Bank, N.A.
under the Paycheck Protection Program will be utilized for
authorized purposes as set forth in the CARES Act.
The Debtor is also directed to maintain insurance coverage for the
Collateral in accordance with any of its obligations under any loan
and security documents.
It will be an event of default if the Debtor exceeds the 10%
variance without the prior written consent of the Lenders, which
consent will not be unreasonably withheld; provided, however, in
the event of a default, the Debtor's authority to use Cash
Collateral will continue until the Lenders obtain an order by
appropriate motion after notice and hearing requiring the Debtor to
cease using Cash Collateral.
A copy of the Order and the Debtor's 15-week budget through June 19
is available for free at https://bit.ly/2OZ41bA from
PacerMonitor.com.
The Debtor projects $2,700,000 in total income and $730,203.75 in
total expenses for a 12-week period through June 13-19, 2021
About E-Z General & Roofing Contractors Inc.
E-Z General & Roofing Contractors Inc. provides contracting
services in the fields of residential and commercial roofing,
general construction, concrete restoration, storm restoration and
emergency services and repairs.
E-Z General sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-00171) on Feb. 8,
2021. In the petition signed by E-Z General President Ney Dias, the
Debtor was estimated to have assets of $1 million to $10 million
and liabilities of the same range.
Stichter Riedel Blain & Postler, P.A. and CliftonLarsonAllen, LLP
serve as the Debtor's legal counsel and accountant, respectively.
EASTERDAY RANCHES: Committee Hires Dundon as Financial Advisor
--------------------------------------------------------------
The official committee of unsecured creditors of Easterday Farms,
an affiliate of Easterday Ranches, Inc., seeks approval from the
U.S. Bankruptcy Court for the Eastern District of Washington to
employ Dundon Advisers, LLC as financial advisor.
The firm will provide these services:
a. assist in the analysis, review and monitoring of the
restructuring process, including, but not limited to, an assessment
of the unsecured claims pool and potential recoveries for unsecured
creditors;
b. analyze debtor-in-possession loan facilities;
c. develop a sufficient understanding of the Debtors' businesses
to support the committee's oversight of the sales process and
preparation for any contingencies;
d. monitor and, to the extent appropriate, assist in developing
and soliciting transactions, which would support unsecured creditor
recovery;
e. assist the committee in identifying, valuing and pursuing
estate causes of action;
f. assist the committee to address claims against the Debtor and
to identify, preserve, value, and monetize tax assets and CARES act
recoveries of the Debtor, including PPP loan forgiveness efforts by
the Debtor;
g. advise the committee in negotiations with the Debtor and
third parties;
h. assist the committee in reviewing the Debtor's financial
reports;
i. review and provide analysis of any proposed disclosure
statement and Chapter 11 plan and, if appropriate, assist the
committee in developing an alternative Chapter 11 plan;
j. attend meetings and assist in discussions with the committee,
the Debtor, the secured lenders, the U.S. trustee, and other
parties in interest;
k. attend meetings of the committee as well as meetings with
other key stakeholders;
l. provide testimony; and
m. perform other financial advisory services.
The firm will be paid at hourly rates ranging from $400 to $750 and
will be reimbursed for out-of-pocket expenses incurred.
Eric Reubel, a partner at Dundon Advisers, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Eric Reubel
Dundon Advisers LLC
440 Mamaroneck Avenue, Fifth Floor
Harrison, NY 10528 USA
Tel: (914) 341-1188
Fax: (212) 202-4437
About Easterday Ranches
Easterday Ranches, Inc. is a privately held company in the cattle
ranching and farming business.
Easterday Ranches sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Wash. Case No. 21-00141) on Feb. 1,
2021. Its affiliate, Easterday Farms, a Washington general
partnership, filed a Chapter 11 bankruptcy petition (Bankr. E.D.
Wash. Case No. 21-00176) on Feb. 8, 2021. The cases are jointly
administered under Case No. 21-00141.
At the time of the filing, the Debtors disclosed between $100
million and $500 million in both assets and liabilities.
Judge Whitman L. Holt oversees the cases.
The Debtors tapped Pachulski Stang Ziehl & Jones LLP as their lead
bankruptcy counsel, Bush Kornfeld LLP as local counsel, and Davis
Wright Tremaine LLP as special counsel. T. Scott Avila and Peter
Richter of Paladin Management Group serve as restructuring
officers.
The U.S. Trustee for Region 18 appointed an official committee of
unsecured creditors in Easterday Ranches' case on Feb. 16, 2021,
and in Easterday Farms' case on Feb. 24, 2021.
ECOARK HOLDINGS: Stockholders Elect Five Directors
--------------------------------------------------
The 2020 annual meeting of stockholders of Ecoark Holdings, Inc.
was held on March 17, 2021, at which the stockholders:
(i) elected Randy S. May, John P. Cahill, Peter A. Mehring,
Gary Metzger, and Steven K. Nelson as members to the Board
of
Directors for a one-year term expiring at the next annual
meeting of stockholders;
(ii) ratified the selection of RBSM LLP as the Company's
independent registered public accounting firm for the fiscal
year ending March 31, 2021.
About Ecoark Holdings
Rogers, Arkansas-based Ecoark Holdings, Inc., founded in 2011, is a
diversified holding company. Ecoark Holdings has four wholly-owned
subsidiaries: Ecoark, Inc., a Delaware corporation which is the
parent of Zest Labs, Inc., 440IoT Inc., Banner Midstream Corp., and
Trend Discovery Holdings Inc. Through its subsidiaries, the
Company is engaged in three separate and distinct business
segments: (i) technology; (ii) commodities; and (iii) financial.
Ecoark reported a net loss of $12.14 million for the year ended
March 31, 2020, compared to a net loss of $13.65 million for the
year ended March 31, 2019. As of Dec. 31, 2020, the Company had
$39.32 million in total assets, $15.46 million in total
liabilities, and $23.86 million in total stockholders' equity.
EHT US1: Blank Rome, Brown Rudnick Represent Equity Holders
-----------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firms of Brown Rudnick LLP and Brown Rudnick submitted a
verified statement to disclose that they are representing the Ad
Hoc Committee of Holders of Equity Units in the Chapter 11 cases of
EHT US1, Inc., et al.
On March 9, 2021, the Ad Hoc Equity Committee retained BlackOak LLC
and Brown Rudnick LLP to represent it as co-counsel in connection
with the chapter 11 cases of the above-captioned debtors and
debtors-in-possession. Thereafter, on March 19, 2021, the Ad Hoc
Equity Committee retained Blank Rome LLP as co-counsel.
As of March 23, 2021, members of the Ad Hoc Equity Committee and
their disclosable economic interests are:
Number of Units
---------------
Qian Jianrong 47,610,900
Tiong Yee Sng 3,691,900
Kay Ping Poh 1,853,600
Wei Chiang Jason Ng 100,000
Yong Sheng Desmond Lin 66,900
Jian Hao Leow 57,000
Thomas Ooi 20,000
Yue Lin Wu 17,500
Pang Soon Ong 17,000
Each member of the Ad Hoc Equity Committee is the beneficial holder
of disclosable economic interests in relation to the Debtors. In
accordance with Bankruptcy Rule 2019, and based upon information
provided to Brown Rudnick and Blank Rome by the Ad Hoc Equity
Committee, attached hereto as Exhibit A is a list of the names and
nature and amount of each disclosable economic interest of each of
the members of the Ad Hoc Equity Committee as of the date of this
Statement.
Nothing contained in this Statement is intended to or should be
construed to constitute (a) a waiver or release of any claims filed
or to be filed against the Debtors held by the Ad Hoc Equity
Committee, its members, affiliates or any other entity, or (b) an
admission with respect to any fact or legal theory. Nothing herein
should be construed as a limitation upon, or waiver of, any rights
of the Ad Hoc Equity Committee (i) to assert, file, and/or amend
any proof of claim in accordance with applicable law or (ii) with
respect to any orders entered in these cases.
The Ad Hoc Equity Committee reserves the right to amend or
supplement this Statement from time to time for any reason in
accordance with Bankruptcy Rule 2019.
Counsel to the Ad Hoc Equity Committee can be reached at:
BLANK ROME LLP
Stanley B. Tarr, Esq.
1201 N. Market Street, Suite 800
Wilmington, DE 19801
Tel: (302) 425-6400
E-mail: tarr@blankrome.com
- and -
BROWN RUDNICK LLP
Robert J. Stark, Esq.
Bennett S. Silverberg, Esq.
Andrew M. Carty, Esq.
Seven Times Square
New York, NY 10036
Tel: (212) 209-4800
E-mail: rstark@brownrudnick.com
bsilverberg@brownrudnick.com
acarty@brownrudnick.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/31gFiSM and https://bit.ly/39cebg2
About Eagle Hospitality Group
Eagle Hospitality Trust -- https://eagleht.com/ -- is a hospitality
stapled group comprising Eagle Hospitality Real Estate Investment
Trust and Eagle Hospitality Business Trust. Based in Singapore,
Eagle H-REIT is established with the principal investment strategy
of investing on a long-term basis in a diversified portfolio of
income-producing real estate, which is used primarily for
hospitality or hospitality-related purposes as well as real
estate-related assets in connection with the foregoing, with an
initial focus on the United States.
EHT US1, Inc. and 26 affiliates, including 15 LLC entities that
each owns hotels in the U.S., sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 21-10036) on Jan. 18, 2021.
EHT US1 estimated $500 million to $1 billion in assets and
liabilities as of the bankruptcy filing.
The Debtors tapped Paul Hastings LLP and Cole Schotz P.C. as their
bankruptcy counsel, FTI Consulting Inc. as restructuring advisor,
and Moelis & Company LLC as investment banker. Rajah & Tann
Singapore LLP and Walkers serve as Singapore Law counsel and Cayman
Law counsel, respectively. Donlin, Recano & Company, Inc. is the
claims agent.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors on Feb. 4, 2021. The committee tapped Kramer
Levin Naftalis & Frankel, LLP as its bankruptcy counsel, Morris
James LLP as Delaware counsel, and Province, LLC, as financial
advisor.
EL BUCANERO: Seeks Court Approval to Hire Accountant
----------------------------------------------------
El Bucanero Catering, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Puerto Rico to employ Jose Velez Diaz, an
accountant practicing in Barranquitas, P.R.
Mr. Diaz's services include the preparation of monthly operating
reports, financial consulting services, accounting analysis, and
general accounting services.
The accountant will be paid at the rate of $95 per hour and will be
reimbursed for out-of-pocket expenses incurred.
Mr. Diaz disclosed in a court filing that he is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
Mr. Diaz can be reached at:
Jose A. Velez Diaz
3 Barcelo Street Suite 103
Barranquitas, PR 00794
Tel: (787) 632-7861
About El Bucanero Catering
El Bucanero Catering, Inc. sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 21-00484)
on Feb. 18, 2021. At the time of the filing, the Debtor disclosed
assets of between $100,001 and $500,000 and liabilities of the same
range.
The Debtor tapped The Law Offices of Landrau Rivera & Assoc. as its
legal counsel and Jose A. Velez Diaz as its accountant.
ENKOGS1, LLC: Gets Cash Collateral Access Thru April 22
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, has authorized ENKOGS1, LLC to use cash
collateral on an interim basis through April 22, 2021, nunc pro
tunc to January 22, 2021.
The Debtor is authorized to use cash collateral solely to pay the
amounts expressly authorized by the Court, the current and
necessary itemized expenses set forth in the budget, plus an amount
not to exceed 10% for each line item, and additional amounts as may
be expressly approved in writing by the State Bank of Texas as
Secured Creditor.
As adequate protection, the Secured Creditor will have a perfected
post-petition lien against cash collateral to the same extent and
with the same validity and priority as the prepetition lien,
without the need to file or execute any document as may otherwise
be required under applicable non-bankruptcy law. The Debtor will
timely file all monthly operating reports and will provide to the
Secured Creditor on a bi-weekly basis a budgeted-to-actual
comparison setting forth the Debtor's performance as compared to
its budget in the preceding two weeks.
The Debtor is directed to maintain insurance coverage for its
property, with the Secured Creditor named as a loss payee, in
accordance with the obligations under the loan and security
documents with the Secured Creditor, and will promptly provide the
Secured Creditor with any notice received regarding any possible
cancellation, reduction or termination of coverage.
Commencing on March 1, 2021 and continuing on the 1st day of each
month thereafter until further Court order, the Debtor will pay
$1,000 per month to its attorney's trust account. These funds are
intended as a payment against the administrative claim of the
Subchapter V Trustee and will be held in trust by the Debtor's
counsel until further Court order.
A further hearing on the matter is scheduled for April 22 at 3
p.m.
A copy of the Order and the Debtor's 2021 Budget is available for
free at https://bit.ly/2NPTIGk from PacerMonitor.com.
The Debtor projects a net income of $-590,032 on $958,208 in total
revenue for the 12-month period ended Dec. 31, 2021.
About ENKOGS1 LLC
ENKOGS1, LLC is a Texas limited liability company, formed on July
31, 2018, which owns and operates a 79-room hotel in Fulton
(Rockport), Texas under the flag of Econo Lodge Inn & Suites.
ENKOGS1 filed a voluntary petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 6:21-bk-00276) on
January 22, 2021. In the petition signed by Marco Kozlowski,
managing member, the Debtor disclosed between $1 million to $10
million in both assets and liabilities.
Judge Karen S. Jennemann oversees the case.
The Debtor is represented by BARTOLONE LAW, PLLC as counsel.
ENTERTAINMENT CINEMAS: Seeks to Hire William S. Gannon as Counsel
-----------------------------------------------------------------
Entertainment Cinemas Lebanon, LLC seeks approval from the U.S.
Bankruptcy Court for the District of New Hampshire to employ
William S. Gannon, PLLC to handle its Chapter 11 case.
The firm will be paid at the rate of $525 per hour for attorneys
and $175 per hour for paralegals. It will also receive
reimbursement for out-of-pocket expenses incurred.
The retainer fee is $5,000
William Gannon, Esq., disclosed in a court filing that his firm is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached at:
William S. Gannon, Esq.
William S. Gannon PLLC
740 Chestnut Street
Manchester NH 03104
Tel: (603) 621-0833
Fax: 603-621-0830
About Entertainment Cinemas Lebanon
Entertainment Cinemas Lebanon, LLC filed a Chapter 11 bankruptcy
petition (Bankr. D.N.H. Case No. 21-10143) on March 12, 2021,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by William S. Gannon PLLC.
FARR BUILDERS: Selling Chevy Silverado to Crestwind for $11.8K
--------------------------------------------------------------
Farr Builders, LLC, asks the U.S. Bankruptcy Court for the Western
District of Texas authorize the sale of a 2012 Chevy Silverado 1500
Extend, VIN 1GCRCSE04CZ336494, to Crestwind Autoplex for $11,800 on
a nunc pro tunc basis.
Objections, if any, must be filed within 21 days from the date of
service.
The Debtor owned the Silverado at the time of petition filing for
the current bankruptcy case. The Silverado has a valid, properly
perfected lien in favor of Ford Motor Credit ("FMC"). The
Silverado is valued at $11,198.78.
On March 4, 2021, the Debtor was offered $11,800 to sell the
Silverado by the Buyer, address 6835 US Highway 87 E., San Antonio,
Texas. The Debtor went through with the sale on March 4, 2021, in
accordance with the terms of the Bill of Sale. The difference
between the value and sale amount is $601.22.
The Debtor believes that the purchase price offered and paid for by
the Buyer is reasonable under the circumstances and estimated value
of the Silverado. The Bill of Sale acknowledges a lien certified
by the Seller in favor of FMC.
The Debtor asks the Court to approve the sale on a nunc pro tunc
basis to the Buyer according to the terms described in Bill of
Sale. The lien held by FMC will follow the proceeds of the sale.
The difference amount of $601.22 was distributed to Adrian Garcia
by check. The amount distributed to Adrian Garcia will be paid to
the Debtor.
The Debtor respectfully asks the Court to enter an order approving
the sale of the Silverado on a nunc pro tunc basis, and granting
the Debtor such other and further relief to which it may be justly
entitled.
A copy of the Bill of Sale is available at
https://tinyurl.com/yekj3dua from PacerMonitor.com.
About Farr Builders, LLC
Farr Builders LLC is a private entity that performs government
contracts. The Debtor sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 21-50179) on
February 22, 2021. In the petition signed by Adrian Garcia,
president, the Debtor disclosed $1,000,373 in assets and
$2,315,869
in liabilities.
Judge Ronald B. King oversees the case.
Heidi McLeod, Esq. at HEIDI MCLEOD LAW OFFICE, PLLC represents the
Debtor as counsel.
FATEMEH H. AZIZIAN: Daughter Buying El Verano Property for $3M
--------------------------------------------------------------
Fatemeh H. Azizian asks the U.S. Bankruptcy Court for the Northern
District of California to confirm the sale of the real property
located at 6 Via Elverano, in Belvedere, Marin County, California,
to daughter Neeyaz Hojatolesami for $3 million.
A hearing on the Motion is set for March 29, 2021, at 9:00 a.m.
The sale will pay all liens.
The sale will satisfy the voluntary lien holders' claims on said
property. There are two voluntary lien holders with claim of
security on the property. Those lienholders include: (i)
$839,457.50: senior lien of Select Portfolio Servicing, Inc.; and
(ii) $876,294.79: junior lien of Milestone Financial, LLC, doing
business as Mers Link 4.
The sale will satisfy all other liens on said property, including
but not limited to: (i) $5,648.35: Property Tax claim of Marin
County Tax Collector; (ii) $27,385.39: FTB Tax Lien to the State of
California, Franchise Tax Board; and (iii) $4,641.33 Reese Law
Group.
The sale will pay all Title and Escrow charges, such as recording
fees: (i) $300 - recording fee Fidelity National Title; (ii) $3,300
- Marin County Transfer Tax; and (iii) $2,824.17 - Marin county
Tax, prorate adjustment.
The total payoff of liens and costs of sale is $1,754,202.93. The
credit to the Buyer ("gift of equity") is $1,142,823.17. The
balance due to the Seller is $102,728.64.
The sale is from the Debtor Fatemeh Azizian, and husband Hosain
Azizian, and son Navid Azizian, all three of which are on title, to
the Debtor's daughter Neeyaz Hojatolesami. Both, Hosain Azizian
and Navid Azizian, concur in the sale.
There are no real estate broker fees connected with the sale. All
fees and costs are stated.
The sale is in the best interests of the debtor, the Bankruptcy
Estate, and the creditors, secured, priority and unsecured.
The property is the Debtor's home. It is appraised as much as $3.2
million. There is a pending foreclosure sale. The sale will
preserve the potential equity for the Debtor and her Bankruptcy
Estate. The foreclosure sale will result in substantial loss to
the Debtor and her Bankruptcy Estate. The sale is the best
available alternative to a potential substantial monetary loss.
The Debtor prays the Court grants the motion, and confirms the sale
of the real property.
Fatemeh H. Azizian sought Chapter 11 protection (Bankr. N.D. Cal.
Case No. 21-30081) on Feb. 3, 2021. The Debtor tapped Timothy
Walsh, Esq., as counsel.
FIELDWOOD ENERGY: BP Says Disclosures Not Adequate
--------------------------------------------------
BP Exploration & Production Inc. objects to the Disclosure
Statement of Fieldwood Energy LLC, et al.
BP is one of the largest oil producers in the deepwater Gulf of
Mexico, one of the Gulf of Mexico's largest leaseholders, and a
predecessor in interest in approximately 16 leases proposed to be
abandoned (collectively, the "BP Abandoned Leases") as well as
having other contractual relationships related to numerous leases
in the Gulf of Mexico. From approximately 1996 through 2008,
pursuant to several purchase and sale agreements, BP or its
affiliates sold most of the right, title, and interest in and to
the BP Abandoned Leases to the Debtors or a predecessor.
BP estimates that plugging and abandonment obligations associated
with the BP Abandoned Leases, including the wells, platforms,
structures, and pipelines associated therewith, could exceed $422
million.
BP asserts that the Disclosure Statement fails to make adequate
disclosure regarding the following:
* Credit Bid Transaction with NewCo:
-- The Debtors filed the Credit Bid Purchase Agreement on
March 16, 2021, only days before the hearing to consider approval
of the Disclosure Statement, leaving parties in interest with
little time to review. BP expressly reserves the right to raise
additional objections with respect to the Credit Bid Purchase
Agreement at the hearing to consider approval of the Disclosure
Statement.
-- The Debtors have not disclosed information necessary to
ascertain NewCo's ability to (a) maintain, operate, or decommission
(as applicable) the assets to be transferred to NewCo or (b) obtain
and maintain required regulatory approvals and qualifications,
including disclosure of all policies and procedures for the
inspection of unmanned platforms and the Debtors’ efforts to
ensure compliance with all applicable regulations.
-- The Debtors have not disclosed the cure costs associated
with all contracts to be transferred or assigned to NewCo.
* Divisive Merger and Allocation of Assets and Liabilities
Between FWE I and FWE III:
-- The Debtors have not disclosed information necessary to
ascertain FWE I's and FWE III's ability to (a) maintain, operate,
or decommission (as applicable) the assets to be transferred to FWE
I and FWE III or (b) obtain and maintain required regulatory
approvals and qualifications.
-- The Debtors have not disclosed the cure costs associated
with all contracts to be transferred or assigned to FWE I and FWE
III.
-- To the extent the Debtors intend to only transfer partial
leasehold interests, the Debtors have not disclosed how they will
make such determination or the legal basis for assigning less than
the entire leasehold interest.
-- The Debtors have not disclosed the nature of the interests
described as "Incremental Interests" to be allocated to FWE I.
* Abandoned Properties:
-- Although the Debtors state that they have dedicated $6
million on safety related repairs and improvement to the Abandoned
Properties, the Debtors have not disclosed adequate information
regarding the current state of the Abandoned Properties, which
Abandoned Properties are not currently in compliance with
applicable regulations, or other information to sufficiently
demonstrate that the funds set aside for repairs and improvements
are adequate to meet applicable regulatory standards.
-- The "transition services" that the Debtors propose to
forcibly return Abandoned Properties to Predecessors does not
include a process by which the Debtors will resolve objections to
such return of Abandoned Properties or if a Predecessor does not
accept the return of such Abandoned Properties.
-- The Debtors have not disclosed the regulatory requirements
applicable to the abandonment of the Abandoned Properties or how
the Debtors will satisfy such requirements in seeking to return the
Abandoned Properties.
About Fieldwood Energy
Fieldwood Energy -- https://www.fieldwoodenergy.com -- is a
portfolio company of Riverstone Holdings focused on acquiring and
developing conventional assets, primarily in the Gulf of Mexico
region. It is the largest operator in the Gulf of Mexico owning an
interest in approximately 500 leases covering over two million
gross acres with 1,000 wells and 750 employees.
Fieldwood Energy and its 13 affiliates previously sought Chapter 11
protection (Bankr. S.D. Texas Lead Case No. 18-30648) on February
15, 2018, with a prepackaged plan that would deleverage $3.286
billion of funded debt by $1.626 billion.
On August 3, 2020, Fieldwood Energy and its 13 affiliates again
filed voluntary Chapter 11 petitions (Bankr. S.D. Tex. Lead Case
No. 20-33948). Mike Dane, senior vice president, and chief
financial officer signed the petitions.
At the time of the filing, Debtors disclosed $1 billion to $10
billion in both assets and liabilities.
Judge David R. Jones oversees the cases.
The Debtors tapped Weil, Gotshal & Manges LLP as their legal
counsel, Houlihan Lokey Capital, Inc. as an investment banker, and
AlixPartners, LLP as financial advisor. Prime Clerk LLC is the
claims, noticing, and solicitation agent.
The first-lien group employed O'Melveny & Myers LLP as its legal
counsel and Houlihan Lokey Capital, Inc. as its financial advisor.
The RBL lenders employed Willkie Farr & Gallagher LLP as their
legal counsel and RPA Advisors, LLC as their financial advisor.
Meanwhile, the cross-holder group tapped Davis Polk & Wardwell LLP
and PJT Partners LP as its legal counsel and financial advisor,
respectively.
On August 18, 2020, the Office of the U.S. Trustee appointed a
committee of unsecured creditors. Stroock & Stroock & Lavan,
LLPand Conway MacKenzie, LLC serve as the committee's legal counsel
and financial advisor, respectively.
FIELDWOOD ENERGY: Cox Says Disclosures Lack Key Information
-----------------------------------------------------------
Cox Oil, LLC, Cox Operating LLC, Energy XXI GOM, LLC, Energy XXI
Gulf Coast, Inc., Energy XXI Onshore, LLC, Energy XXI Pipeline,
LLC, Energy XXI Pipeline I, LLC, Energy XXI Pipeline II, LLC, M21K,
LLC and EPL Oil & Gas, Inc. filed an objection to Fieldwood Energy
LLC, et al.'s Disclosure Statement and joinder to Chevron U.S.A.
and Noble Energy, Inc.'s objection to the Disclosure Statement.
"Fieldwood intends to abandon assets with total decommissioning
liabilities in excess of $1 billion, all without disclosing the
estimated decommissioning and plugging and abandonment liabilities
for each of its individual leases. Beyond the obvious confirmation
problems posed by this plan, the lack of disclosure on this
critical issue alone precludes approval of the Disclosure
Statement. Simply put, the Cox Entities cannot make an informed
decision on the proposed plan, or even gauge how their interests
might be affected by the plan, without specific information on a
lease by lease basis as to the plugging and abandonment obligations
that Fieldwood intends to abandon to them. The legality of the
proposed abandonment is, at best, dubious. But without sufficient
disclosure, the proposed abandonment is a nonstarter," says Stephen
J. Humeniuk, counsel to the Cox entities.
The Cox Entities join and incorporate all of the objections raised
to the Disclosure Statement by creditors and other parties, whether
referred to in this Joinder or not, particularly the many
objections raised to the Disclosure Statement's many failures to
disclose key information and the proposed plan's patent inability
to be confirmed. Moreover, the Cox Entities reserve any and all of
its potential objections to the proposed Plan.
Counsel to Cox Entities:
LOCKE LORD LLP
Jonathan W. Young
111 Huntington Avenue
Boston, MA 02199
Telephone: 617-239-0367
Facsimile: 855-595-1190
jonathan.young@lockelord.com
Michael B. Kind
111 South Wacker Drive
Chicago, IL 60606
Telephone: (312) 443-0700
Facsimile: (855) 595-1192
E-mail: michael.kind@lockelord.com
Stephen J. Humeniuk
600 Congress Ave., Suite 2200
Austin, TX 78701
Telephone: (512) 305-4700
Facsimile: (512) 305-4800
E-mail: stephen.humeniuk@lockelord.com
Chelsey Rosenbloom
200 Vesey Street New York, NY 10281
Telephone: (212) 912-2824
Facsimile: (212) 812-8394
E-mail: chelsey.rosenbloom@lockelord.com
About Fieldwood Energy
Fieldwood Energy is a portfolio company of Riverstone Holdings
focused on acquiring and developing conventional assets, primarily
in the Gulf of Mexico region. It is the largest operator in the
Gulf of Mexico owning an interest in approximately 500 leases
covering over two million gross acres with 1,000 wells and 750
employees. Visit https://www.fieldwoodenergy.com/ for more
information.
Fieldwood Energy and its 13 affiliates previously sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 18-30648) on Feb. 15,
2018, with a prepackaged plan that would deleverage $3.286 billion
of funded debt by $1.626 billion.
On Aug. 3, 2020, Fieldwood Energy and its 13 affiliates again filed
voluntary Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No.
20-33948). Mike Dane, senior vice president, and chief financial
officer signed the petitions.
At the time of the filing, the Debtors disclosed $1 billion to $10
billion in both assets and liabilities.
Judge David R. Jones oversees the cases.
The Debtors tapped Weil, Gotshal & Manges LLP as their legal
counsel, Houlihan Lokey Capital, Inc. as an investment banker, and
AlixPartners, LLP as financial advisor. Prime Clerk LLC is the
claims, noticing, and solicitation agent.
The first-lien group employed O'Melveny & Myers LLP as its legal
counsel and Houlihan Lokey Capital, Inc. as its financial advisor.
The RBL lenders employed Willkie Farr & Gallagher LLP as their
legal counsel and RPA Advisors, LLC as their financial advisor.
Meanwhile, the cross-holder group tapped Davis Polk & Wardwell LLP
and PJT Partners LP as its legal counsel and financial advisor,
respectively.
On Aug. 18, 2020, the Office of the U.S. Trustee appointed a
committee of unsecured creditors. Stroock & Stroock & Lavan, LLP
and Conway MacKenzie, LLC serve as the committee's legal counsel
and financial advisor, respectively.
FIELDWOOD ENERGY: Reserves Objections to Amended Disclosures
------------------------------------------------------------
Chevron U.S.A. Inc. ("CUSA") and Noble Energy, Inc. (collectively
"Chevron") submitted a reservation of rights in connection with the
Disclosure Statement for Amended Joint Chapter 11 Plan of Fieldwood
Energy LLC's, and its Affiliated Debtors.
On Jan. 1, 2021, the Debtors filed their Joint Chapter 11 Plan Of
Fieldwood Energy LLC And Its Debtor Affiliates and an accompanying
Disclosure.
Chevron filed its objection to the motion seeking approval of the
disclosure statement and other relief on Feb. 12, 2021.
Significant numbers of other creditors and parties have also filed
objections. At approximately midnight on March 15, 2021, and into
the early hours on March 16, 2021, Debtors filed their Amended
Joint Chapter 11 Plan and Amended Disclosure Statement for Amended
Joint Chapter 11 Plan. Combined, these massive documents, along
with the separate redlines for each, total thousands of pages.
Chevron, accordingly filed a reservation of rights in connection
with its current objection, and any further objection or
supplement, as the few days' notice given by the Debtors does not
provide sufficient time for review and analysis of the voluminous
recent filings. The very short time provided between the filing
and the new objection deadline is inadequate to determine whether
there are new objectionable issues and also does not allow
sufficient time to determine whether, and to what extent, the
Debtors have corrected the numerous deficiencies identified in the
original Disclosure Statement via the Amended Disclosure Statement.
Chevron notes that there appear to be numerous changes to the
plan, many of which appear to be significant. Based on the
foregoing, Chevron expressly preserves all of its rights and
objections as to any disclosure issues that may exist in connection
with these just filed amendments and changes to the Disclosure
Statement and the Plan. Chevron further reserves the right to
assert all objections, arguments, and authorities advanced by other
interested parties with respect to these late-filed amendments.
Legal counsel for Chevron U.S.A. Inc. and Noble Energy, Inc.:
ANDREWS MYERS, P.C.
EDWARD L. RIPLEY
LISA M. NORMAN
PATRICK A. KELLY
1885 St. James Place, 15th Floor Houston,
Texas 77056 713-850-4200 –
Telephone 713-850-4211 –
Facsimile: eripley@andrewsmyers.com
lnorman@andrewsmyers.com
pkelly@andrewsmyers.com
About Fieldwood Energy
Fieldwood Energy -- https://www.fieldwoodenergy.com/ -- is a
portfolio company of Riverstone Holdings focused on acquiring and
developing conventional assets, primarily in the Gulf of Mexico
region. It is the largest operator in the Gulf of Mexico owning an
interest in approximately 500 leases covering over two million
gross acres with 1,000 wells and 750 employees.
Fieldwood Energy and its 13 affiliates previously sought Chapter 11
protection (Bankr. S.D. Texas Lead Case No. 18-30648) on February
15, 2018, with a prepackaged plan that would deleverage $3.286
billion of funded debt by $1.626 billion.
On August 3, 2020, Fieldwood Energy and its 13 affiliates again
filed voluntary Chapter 11 petitions (Bankr. S.D. Tex. Lead Case
No. 20-33948). Mike Dane, senior vice president, and chief
financial officer signed the petitions.
At the time of the filing, Debtors disclosed $1 billion to $10
billion in both assets and liabilities.
Judge David R. Jones oversees the cases.
The Debtors tapped Weil, Gotshal & Manges LLP as their legal
counsel, Houlihan Lokey Capital, Inc. as an investment banker, and
AlixPartners, LLP as financial advisor. Prime Clerk LLC is the
claims, noticing, and solicitation agent.
The first-lien group employed O'Melveny & Myers LLP as its legal
counsel and Houlihan Lokey Capital, Inc. as its financial advisor.
The RBL lenders employed Willkie Farr & Gallagher LLP as their
legal counsel and RPA Advisors, LLC as their financial advisor.
Meanwhile, the cross-holder group tapped Davis Polk & Wardwell LLP
and PJT Partners LP as its legal counsel and financial advisor,
respectively.
On August 18, 2020, the Office of the U.S. Trustee appointed a
committee of unsecured creditors. Stroock & Stroock & Lavan,
LLPand Conway MacKenzie, LLC serve as the committee's legal counsel
and financial advisor, respectively.
FIELDWOOD ENERGY: RLI Says Plan Inherently Unconfirmable
--------------------------------------------------------
RLI Insurance Company filed an objection to the Disclosure
Statement filed by debtors Fieldwood Energy LLC, et al., in
connection with the Debtors' Joint Plan of Reorganization.
"Just two years after emerging from bankruptcy, Debtors find
themselves back in front of this Court with a Plan that is
unprecedented in both scope and effect. Debtors propose
transferring their most valuable assets to a newly created
special-purpose entity owned by Debtors' lenders and managed by
Debtors' twice-failed management team, while simultaneously
shedding billions of dollars of safety and environment obligations
associated with negative value leases onto the U.S. Government,
co-working interests owners, predecessors, and sureties. Most
egregiously, Debtors intend to simply abandon and walk away from
nearly two hundred oil and gas leases in the Gulf of Mexico with no
actionable plan and no meaningful financial contribution to address
the safety and environmental concerns being left behind. The
Debtors' blatant and ongoing disregard for regulatory concerns and
environmental safety cannot be ignored and should not be rewarded
by this Court. Because Debtors' Plan contravenes regulatory
requirements, the Bankruptcy Code, and equity, it is inherently
unconfirmable and the Disclosure Statement should not be approved,"
RLI said in court filings.
RLI Insurance Company is an American property and casualty
insurance company and surety bond company with a principal place of
business of 9025 N. Lindbergh Drive Peoria, IL 61615. From time to
time, RLI issued certain surety bonds on behalf of Debtors, or a
subsidiary, parent, predecessor in interest, affiliate, or division
of Debtors, to secure obligations to third-party obligees.
RLI asserts that the Disclosure Statement fails to include adequate
information to allow Creditors to make an informed decision
regarding the Plan and restructuring transactions. It notes, among
other things, that:
1. The Debtors' Disclosure Statement fails to provide adequate
information about the proposed restructuring transactions and how
the Debtors' assets will be safely operated and decommissioned upon
the effective date of the Plan.
2. The Debtors have provided only cursory information regarding
the marketing process for the assets being sold to the Debtors'
lenders forming "NewCo," which is needed to determine whether
Debtors have obtained the best offer for these assets.
Importantly, creditors are unable to determine whether Debtors made
a good-faith attempt to market the assets to a potential cash
bidder that could provide additional funds to satisfy
decommissioning obligations, particularly in light of the recent
dramatic increases in oil prices.
3. Even accepting the Debtors' conservative estimates, NewCo is
projected to generate over $500 million in yearly revenue from day
one and amass a staggering $864 million in cash on hand in just
four years. The Debtors fail entirely to justify allowing these
highly profitable assets to be transferred to Debtors' lenders
while safety and environmental obligations on many of Debtors'
remaining assets are completely ignored by the Plan.
4. The Disclosure Statement also fails to provide details
regarding decommissioning liabilities for the proposed FWE I and
III entities, which are believed to total billions of dollars.
This information is needed to determine whether the FWE I and III
entities are viable and can meet future asset decommissioning
obligations. Moreover, since these entities will purportedly fund
the "Residual Distributable Value" recovery, this information is
relevant to creditors' evaluation of the proposed distribution.
5. The Disclosure Statement fails to adequately explain how
funds in the estate, including the proposed cash to be paid by the
Credit Bid Purchaser, are being allocated. Moreover, Debtors have
offered no explanation or justification for the proposal to
allocate estate funds for decommissioning of assets inFWE I and
III, while ignoring the Abandoned Properties.
Counsel for RLI Insurance Company:
Ryan D. Dry
Elliot Scharfenberg
Jonathan Ord
KREBS FARLEY & DRY, PLLC
400 Poydras Street,
Suite 2500 New Orleans, LA 70130
Telephone: (504) 299-3570
Facsimile: (504) 299-3582
E-mail: rdry@krebsfarley.com
escharfenberg@krebsfarley.com
jord@krebsfarley.com
Chad L. Schexnayder
JENNINGS, HAUG & CUNNINGHAM, LLP
2800 N. Central Avenue, Suite 1800
Phoenix, Arizona 85004
Telephone: (602) 234-7800
Facsimile: (602) 277-5595
E-mail: CLS@JHC.com
About Fieldwood Energy
Fieldwood Energy -- https://www.fieldwoodenergy.com -- is a
portfolio company of Riverstone Holdings focused on acquiring and
developing conventional assets, primarily in the Gulf of Mexico
region. It is the largest operator in the Gulf of Mexico owning an
interest in approximately 500 leases covering over two million
gross acres with 1,000 wells and 750 employees.
Fieldwood Energy and its 13 affiliates previously sought Chapter 11
protection (Bankr. S.D. Texas Lead Case No. 18-30648) on February
15, 2018, with a prepackaged plan that would deleverage $3.286
billion of funded debt by $1.626 billion.
On August 3, 2020, Fieldwood Energy and its 13 affiliates again
filed voluntary Chapter 11 petitions (Bankr. S.D. Tex. Lead Case
No. 20-33948). Mike Dane, senior vice president, and chief
financial officer signed the petitions.
At the time of the filing, Debtors disclosed $1 billion to $10
billion in both assets and liabilities.
Judge David R. Jones oversees the cases.
The Debtors tapped Weil, Gotshal & Manges LLP as their legal
counsel, Houlihan Lokey Capital, Inc. as an investment banker, and
AlixPartners, LLP as financial advisor. Prime Clerk LLC is the
claims, noticing, and solicitation agent.
The first-lien group employed O'Melveny & Myers LLP as its legal
counsel and Houlihan Lokey Capital, Inc. as its financial advisor.
The RBL lenders employed Willkie Farr & Gallagher LLP as their
legal counsel and RPA Advisors, LLC as their financial advisor.
Meanwhile, the cross-holder group tapped Davis Polk & Wardwell LLP
and PJT Partners LP as its legal counsel and financial advisor,
respectively.
On August 18, 2020, the Office of the U.S. Trustee appointed a
committee of unsecured creditors. Stroock & Stroock & Lavan,
LLPand Conway MacKenzie, LLC serve as the committee's legal counsel
and financial advisor, respectively.
FIELDWOOD ENERGY: Says Disclosure Infirmities Not Remedied
----------------------------------------------------------
Eni US Operating Co. Inc. and Eni Petroleum US LLC filed a
supplemental objection to their initial objection to Fieldwood
Energy LLC, et al.'s Disclosure Statement.
Eni US Operating Co. Inc. and Eni Petroleum US LLC("Eni") operate
in the oil and gas, electricity generation, petrochemicals, and
oilfield services construction and engineering industries. The
Company was founded in 1953 and is headquartered in Rome, Italy.
"Little has changed since the Debtors filed the Plan and Disclosure
Statement on January 1, 2021. Despite numerous conversations
between the Debtors, their stakeholders, and the Regulatory
Authorities, in filing the Amended Plan and Amended Disclosure
Statement the Debtors have simply run down the clock and done very
little to remedy the confirmation and disclosure infirmities
identified in detail by Eni, a multitude of other predecessors in
interest, and likely others prior to the objection deadline.
Instead, the Debtors continue to exclude the requisite "adequate
information" required under section 1125 of the Bankruptcy Code,
while boasting about robust settlement accomplishments that, in
reality, are nothing like the Debtors have described. Even if the
disclosure was adequate (Eni continues to insist it is not), the
Debtors have not fixed (and cannot fix at this stage) the patently
unconfirmable plan through which the Debtors attempt to sell
valuable producing assets to the Debtors' secured lenders while
offloading or abandoning "bad" assets—and their attendant
liabilities and ongoing non-compliances. Under the Debtors'
proposed plan, these ongoing non-compliances (including over 200
unresolved Incidents of Non-Compliance ("INCs")) and these
liabilities (totaling billions) are tossed at the feet of the
Regulatory Authorities and other joint and several parties, with
essentially no financial contribution from the Debtors, their
secured lenders, or the Debtors' uncollateralized surety bond
providers. And, most notably, without the consent of the
Regulatory Authorities, the Amended Plan crumbles," Eni tells the
Court.
According to ENI, while the Debtors provide some discussion in the
Amended Disclosure Statement of conversations between the Debtors,
their stakeholders and the Regulatory Authorities, the Debtors fail
to provide adequate information on this point in two ways:
* First, the Debtors fail in the Amended Disclosure Statement to
describe adequately what Eni believes are the Regulatory
Authorities' views of the Plan. At the time of the filing of this
Supplemental Objection, the Regulatory Authorities have indicated
to Eni and the other predecessors in interest they will be filing
an objection to the Amended Disclosure Statement to express those
views. The manner in which the Debtors describe the ongoing
discussions makes it seem as though a mere wrinkle needs to be
ironed out to garner full consensus from their opponents including
the Regulatory Authorities, but the situation is far graver:
without the consent of the Regulatory Authorities, the Amended Plan
crumbles.
* Second, the Debtors make short shrift of the continued flow
of information coming from the Debtors regarding the Abandoned
Properties; indeed, the Debtors are in the process of providing
additional information to allow predecessors to understand the
condition of the proposed Abandoned Properties, including the
relevant data rooms and the OTPs (which have yet to be provided).
Counsel to Eni US Operating Co. Inc. and Eni Petroleum US LLC:
William A. (Trey) Wood III
711 Louisiana Street, Suite 2300
Houston, Texas 77002
Telephone: (713) 223-2300
Facsimile: (800) 404-3970
E-mail: trey.wood@bracewell.com
Mark E. Dendinger
City Place I, 34th Floor 185
Asylum Street Hartford,
Connecticut 06103
Telephone: (860) 947-9000
Facsimile: (800) 404-3970
E-mail: mark.dendinger@bracewell.com
Jason B. Hutt
2001 M Street, NW Suite 900
Washington, DC 20036
Telephone: (202) 828-5800
Facsimile: (800) 404-3970
E-mail: jason.hutt@bracewell.com
About Fieldwood Energy
Fieldwood Energy -- https://www.fieldwoodenergy.com -- is a
portfolio company of Riverstone Holdings focused on acquiring and
developing conventional assets, primarily in the Gulf of Mexico
region. It is the largest operator in the Gulf of Mexico owning an
interest in approximately 500 leases covering over two million
gross acres with 1,000 wells and 750 employees.
Fieldwood Energy and its 13 affiliates previously sought Chapter 11
protection (Bankr. S.D. Texas Lead Case No. 18-30648) on Feb. 15,
2018, with a prepackaged plan that would deleverage $3.286 billion
of funded debt by $1.626 billion.
On August 3, 2020, Fieldwood Energy and its 13 affiliates again
filed voluntary Chapter 11 petitions (Bankr. S.D. Tex. Lead Case
No. 20-33948). Mike Dane, senior vice president, and chief
financial officer signed the petitions.
At the time of the filing, Debtors disclosed $1 billion to $10
billion in both assets and liabilities.
Judge David R. Jones oversees the cases.
The Debtors tapped Weil, Gotshal & Manges LLP as their legal
counsel, Houlihan Lokey Capital, Inc., as an investment banker, and
AlixPartners, LLP as financial advisor. Prime Clerk LLC is the
claims, noticing, and
solicitation agent.
The first-lien group employed O'Melveny & Myers LLP as its legal
counsel and Houlihan Lokey Capital, Inc., as its financial
advisor.
The RBL lenders employed Willkie Farr & Gallagher LLP as their
legal counsel and RPA Advisors, LLC, as their financial advisor.
Meanwhile, the cross-holder group tapped Davis Polk & Wardwell LLP
and PJT Partners LP as its legal counsel and financial advisor,
respectively.
FREDDY SIDI, JR.: Fonsecas Buying Miami Property for $1.395-Mil.
----------------------------------------------------------------
Freddy Sidi, Jr., asks the U.S. Bankruptcy Court for the Southern
District of Florida to authorize the sale of the single family
residence located at 3600 Frantz Rd., in Miami, Miami-Dade County,
Florida, TIN 0141200120610, to Victoria Zoghbi Fonseca and Dylan
Fonseca for $1,395,000.
The Debtor owns the non-homestead property as a half interest with
his brother, Dennis Sidi.
A new purchase offer has been made on the subject property from the
Buyers, as tenants, by entirety, for $1,395,000. It is an all cash
offer. Per the Additional terms of the contract, the offer is
subject to obtaining Court approval as well as the written
agreement from the judgment creditor that it will release its
judgment lien upon the property to allow the sale to proceed. That
agreement has been received. As the Court will also note, there is
a 45-day time period for the approvals to be obtained, as such,
timing is tight but doable.
The sale will be free and clear of any interest, with the liens
attaching to the proceeds of sale.
Judgment Creditor Dye Capital & Co. LLC managed by Roniel Rodriguez
IV is still willing to accept $180,000 from the Debtor's share of
the net proceeds to release the judgment lien.
The mortgages will be paid in full at closing.
The contact terms require shortening time from 21 days in the case
to keep the Buyers.
The contract closing also required Court authority to pay the
broker in the contract and to authorize disbursement to pay the
costs of closing, the mortgage and the judgment lien. Any
remaining funds would be placed in the DIP account.
Based on the foregoing, the Debtor asks the Court to authorize sale
on an expedited basis.
A copy of the Contract is available at https://tinyurl.com/79h2cm3k
from PacerMonitor.com free of charge.
Freddy Sidi, Jr. sought Chapter 11 protection (Bankr. S.D. Fla.
Case No. 21-12059) on March 1, 2021. The Debtor tapped Joel
Aresty, Esq., as counsel.
GAMESTOP CORP: Incurs $215.3 Million Net Loss in Fiscal 2020
------------------------------------------------------------
GameStop Corp. filed with the Securities and Exchange Commission
its Annual Report on Form 10-K disclosing a net loss of $215.3
million on $5.08 billion of net sales for the fiscal year ended
Jan. 30, 2021, compared to a net loss of $470.9 million on $6.46
billion of net sales for the fiscal year ended Feb. 1, 2020.
As of Jan. 30, 2021, the Company had $2.47 billion in total assets,
$2.03 billion in total liabilities, and $436.7 million in total
stockholders' equity.
GameStop said, "We have taken certain actions and may take
additional actions with respect to many of our existing leases
during the COVID-19 pandemic, including negotiating with landlords
for rent abatement or deferral, terminating certain leases, or
discontinuing rent payments, which may subject us to legal,
reputational and financial risks. We can provide no assurances
that any rent deferrals or abatements will be provided to us."
"The COVID-19 pandemic could also adversely affect our liquidity
and ability to access the capital markets. Uncertainty regarding
the duration of the COVID-19 pandemic may adversely impact our
ability to raise additional capital, or require additional capital,
or require additional reductions in capital expenditures that are
otherwise needed to implement our strategies. While our business
is seasonal and we typically anticipate cash usage in the first
half of our fiscal year, such usage could continue for a longer
duration if the severity of the pandemic does not abate. In
September 2020, Standard and Poor's Ratings Service affirmed their
corporate credit rating of us at B- with a stable outlook. In July
2020, Moody's Investors Service upgraded their corporate credit
rating of us from Caa1 to B3 stable outlook. These current
ratings, and any potential future downgrade in our credit ratings,
could result in reduced access to the credit and capital markets,
more restrictive covenants in documents governing future financial
instruments and higher interest costs, and potentially increased
lease costs. Furthermore, as a result of the impact of the
COVID-19 pandemic on our financial performance, we expect in future
periods that our ability to borrow under our revolving credit
facility will continue to be reduced to the extent that an
additional borrowing or letter of credit would trigger the
financial covenant if we would not be in compliance with such
covenant at such time."
"The extent of the impact of the COVID-19 pandemic on our business
and financial results will also depend on future developments,
including the duration and spread of the pandemic, the
implementation or recurrence of shelter in place or similar orders
in the future, its impact on the financial markets in which we
operate and spread to other regions, new information that may
emerge concerning the severity of the coronavirus and the related
impact on consumer confidence and spending, all of which are highly
uncertain. Therefore, we cannot reasonably estimate the full extent
of the COVID-19 pandemic's impact on our business and financial
results."
Executed on Financial and Operational Initiatives
* Delivered a $408.5 million, or a 21.2% reduction in SG&A
expense in fiscal 2020 compared to fiscal 2019, primarily
driven by continued cost optimization initiatives
* Strategically de-densified the Company's store base by closing
a net 693 stores in fiscal 2020 while transferring sales to
online platforms and neighboring locations;
* Achieved 30% decrease in inventory at fiscal year-end, leading
to annualized inventory turns of 5.9x as compared to 4.4x in
the prior year, and a 10% decrease in accounts payable at
fiscal year-end as compared to fiscal 2019.
* Ended fiscal 2020 with $635 million of cash and restricted
cash;
* Reduced overall debt by $57 million, including a $125 million
voluntary redemption of the Company's 6.75% senior notes due
2021;
* Completed exchange offer and consent solicitation for $216.4
million of unsecured notes;
* Completed five sale leaseback transactions related to office
buildings and the sale of a corporate travel asset,
contributing approximately $95.5 million towards total
liquidity; and
* Completed the wind down of operations in Denmark, Finland,
Norway and Sweden.
George Sherman, GameStop's chief executive officer, said, "I am
proud of how our entire organization came together in 2020 to adapt
to the challenging pandemic environment, effectively serve our
customers' demand for gaming and entertainment products, and
navigate through the year with strong liquidity and a strengthened
balance sheet. Our execution led to a profitable fourth quarter
that included a 6.5% comparable store sales growth, a 175% increase
in global E-Commerce sales and a $92.6 million reduction in SG&A.
The past year also saw us take steps to accelerate our
de-densification efforts and streamline our store footprint,
leverage our retail locations to provide same-day delivery and
curbside pickups, and continue to enhance our suite of E-Commerce
platforms. We also added important experience to our board by
appointing several new directors with backgrounds in corporate
finance, E-Commerce and technology and subsequently established a
strategy-focused committee to accelerate our transformation."
"We are off to a strong start in 2021 as February comparable store
sales increased 23%, led by continued strength in global hardware
sales. As we look ahead, we are excited by the opportunities that
are in front of us as we begin prioritizing long-term digital and
E-Commerce initiatives while continuing to execute on our core
business during this emerging console cycle. Our emphasis in 2021
will be on improving our E-Commerce and customer experience,
increasing our speed of delivery, providing superior customer
service and expanding our catalogue," Sherman concluded."
Capital Structure and Liquidity Update
As of Jan. 30, 2021, the Company had $635 million in cash and
restricted cash compared to $513.5 million in cash and restricted
cash in the prior year. The Company's outstanding borrowings under
its asset-based revolving credit facility were $25 million, which
were subsequently repaid as of March 15, 2021.
As of Jan. 30, 2021, the Company had $146.7 million of short-term
debt and $216.0 million of long-term debt on its balance sheet.
During the fourth quarter, as previously announced on Nov. 10,
2020, the Company announced the voluntary early redemption of $125
million in principal amount of its 6.75% senior notes due 2021, on
Dec. 11, 2020. On March 15, 2021, the Company fully redeemed the
remaining $73.2 million of its 6.75% senior notes due 2021,
reflecting the Company's strategy to strengthen its balance sheet,
improve its debt profile and optimize its capital structure.
As of March 15, 2021, following the pay down of outstanding
borrowings under the Company's asset-based revolving credit
facility and the redemption of its 6.75% senior notes due in 2021,
the Company had $48.5 million of short-term debt and $216.0 million
of long-term debt remaining on its balance sheet.
Corporate Update
During the fiscal 2020 fourth quarter, the Company added three new
members – Alan Attal, Ryan Cohen and Jim Grube - to its Board of
Directors. The Board subsequently formed a Strategic Planning and
Capital Allocation Committee to identify initiatives that can
further accelerate the Company's transformation. The Committee is
comprised of Mr. Attal, Mr. Cohen, and Kurt Wolf, with Mr. Cohen
serving as chairperson. Since the Committee's formation in late
January 2020, the Company has appointed a chief technology officer
and several other executives with experience in E-Commerce,
customer care and technology. In March 2021, the Company appointed
Jenna Owens as its chief operating officer. Ms. Owens has spent
the majority of the past decade in executive roles at Amazon and
Google.
The Company is continuing to actively pursue senior talent with
E-Commerce, retail and technology experience in order to transform
the business over the long-term. In the near-term, the Company is
continuing to position its brick-and-mortar footprint and digital
assets to capitalize on the emerging console cycle and additional
gaming opportunities.
2021 Strategic Initiatives
GameStop is focused on transforming into a customer-obsessed
technology company that delights gamers. The Board and management
are taking the below steps in fiscal year 2021:
* Investing in technology capabilities, including by in-sourcing
talent and revamping systems, and evaluating next-generation
assets;
* Building a superior customer experience;
* Expanding product offerings;
* Modernizing U.S. fulfillment operations to improve speed of
delivery and service;
* Establishing a U.S.-based customer care operation; and
* Leveraging the Company's digital assets, including Game
Informer and PowerUp Rewards, to increase market share within
the growing online gaming community.
2021 Outlook
During 2021, the Company will focus on its transformation while
also capitalizing on the emerging console cycle and navigating the
COVID-19 pandemic. The Company is continuing to suspend guidance
at this time. Further, as a result of prolonged pandemic related
store closures which began in March 2020, which will impact the
calculation of comparable store sales this year, the Company does
not currently intend to report this metric in fiscal 2021. The
Company believes total net sales is the more appropriate metric to
evaluate the performance of the business at this time. As the
Company continues to reposition during 2021, it will continue to
evaluate the metrics that it believes will most effectively inform
investors of the Company's performance, development and outlook.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1326380/000132638021000032/gme-20210130.htm
About GameStop
GameStop Corp., a Fortune 500 company headquartered in Grapevine,
Texas, is a video game retailer, operating approximately 5,000
stores across 10 countries, and offering a selection of new and
pre-owned video gaming consoles, accessories and video game titles,
in both physical and digital formats. GameStop also offers fans a
wide variety of POP! vinyl figures, collectibles, board games and
more.
GAMESTOP CORP: Signs Separation Agreement with CCO Frank Hamlin
---------------------------------------------------------------
GameStop Corp. and Frank M. Hamlin, the Company's chief customer
officer, entered into a transition and separation agreement, which
provides for the officer's resignation following a transition
period ending March 31, 2021.
After such resignation and subject to his execution of a release,
Mr. Hamlin will become entitled to the payments, rights and
benefits associated with a "Good Reason" resignation under his
employment agreement with the Company. During his remaining period
of employment, Mr. Hamlin will continue to serve as the Company's
chief customer officer or, if the Company requests, as a senior
adviser, to enable an orderly transfer of his duties to his
successor.
About GameStop
GameStop Corp., a Fortune 500 company headquartered in Grapevine,
Texas, is a video game retailer, operating approximately 5,000
stores across 10 countries, and offering a selection of new and
pre-owned video gaming consoles, accessories and video game titles,
in both physical and digital formats. GameStop also offers fans a
wide variety of POP! vinyl figures, collectibles, board games and
more.
GameStop reported a net loss of $215.3 million for the fiscal year
ended Jan. 30, 2021, compared to a net loss of $470.9 million for
the fiscal year ended Feb. 1, 2020. As of Jan. 30, 2021, the
Company had $2.47 billion in total assets, $2.03 billion in total
liabilities, and $436.7 million in total stockholders' equity.
GATEWAY REST: Case Summary & 12 Unsecured Creditors
---------------------------------------------------
Debtor: Gateway Rest Group, LLC
DBA Santorini
2941 Pointe Drive
Gainesville, GA 30506
Business Description: Gateway Rest Group, LLC operates under the
"Restaurants and Other Eating Places"
industry.
Chapter 11 Petition Date: March 24, 2021
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 21-20317
Debtor's Counsel: William A. Rountree, Esq.
ROUNTREE, LEITMAN & KLEIN, LLC
Century Plaza I
2987 Clairmont Road, Ste 350
Atlanta, GA 30329
Tel: 404-584-1238
Fax: 404 704-0246
E-mail: swenger@rlklawfirm.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Chittranjan Thakkar, manager.
A copy of the petition containing, among other items, a list of the
Debtor's 12 unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/EAL4III/Gateway_Rest_Group_LLC__ganbke-21-20317__0001.0.pdf?mcid=tGE4TAMA
GIRARDI & KEESE: Girardi Wife Seeks First Dibs on Mansion Money
---------------------------------------------------------------
Law360 reports that reality TV star Erika "Jayne" Girardi claims
she should get first dibs on $600,000 when a bankruptcy trustee
sells the mansion she shared with her husband, Thomas Girardi,
telling a judge this week that California law puts her ahead of
ex-clients whom the trial lawyer had stolen from.
The "Real Housewives of Beverly Hills" star said in her filing
Tuesday, March 23, 2021, that as the "current but estranged spouse"
of the Girardi Keese founder, she is entitled to claim money under
the state's homestead exemption, which shields some home equity
from bankruptcy creditors.
About Girardi & Keese
Girardi and Keese or Girardi & Keese was a Los Angeles-based law
firm founded in 1965 by lawyers Thomas Girardi and Robert Keese.
It served clients in California in a variety of legal areas. It
was known for representing plaintiffs against major corporations.
An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No.
20-21022) was filed in December 2020 against GIRARDI KEESE by
alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian,
Erika Saldana, Virginia Antonio, and Kimberly Archie.
The petitioners' attorneys:
Andrew Goodman
Goodman Law Offices, Apc
Tel: 818-802-5044
E-mail: agoodman@andyglaw.com
Elissa D. Miller, a member of the firm SulmeyerKupetz, has been
appointed as Chapter 7 trustee.
The Chapter 7 trustee can be reached at:
Elissa D. Miller
333 South Grand Ave., Suite 3400
Los Angeles, California 90071-1406
Telephone: 213.626.2311
Facsimile: 213.629.4520
E-mail: emiller@sulmeyerlaw.com
GLACIAL MATERIALS: Claims Will be Paid from D&H Royalty Payments
----------------------------------------------------------------
Glacial Materials, LLC, filed with the U.S. Bankruptcy Court for
the Western District of New York a Disclosure Statement for the
Plan of Reorganization on March 18, 2021.
By the time that Glacial Materials filed its Chapter 11 bankruptcy
petition, managing member John Clarey realized that it would not be
possible to reorganize Glacial as an ongoing business. The best
outcome that could be achieved would be to sell the business and
use the proceeds of sale to pay off all creditors and possibly
return some money to investors. Such a plan would require time to
find an interested and capable buyer and obtain the best price. It
would also require the use of some of Glacial's assets.
The auction sale for all of the assets of Glacial Materials was
held on November 16, 2016, at the Bankruptcy Court in Buffalo. D&H
Materials submitted the only conforming bid; it was in the amount
of $3,400,000 plus a $0.50 per ton royalty payment for every ton of
finished sand and gravel produced from the former Glacial Materials
mine in the 10 years (120 months) following the closing of the
sale.
On November 21, 2016, First Niagara Bank, Robert Hill, and DT
Equipment all filed limited objections to the proposed sale to D&H
Materials. Over the next nine days, the objections were resolved
or withdrawn. On November 30, 2016, the Bankruptcy Court approved
the sale of substantially all of the assets of Glacial Materials to
D&H Materials for the price of $3,400,000 plus a $0.50 per ton
royalty on all sand and gravel sold for 10 years.
Following the sale of assets to D&H Materials, Glacial Materials
filed a bulk sale (upon information and belief, received by the New
York State Department of Taxation and Finance on or about December
15, 2016). After extensive negotiation and Court practice, the
Debtor and NYS came to a settlement, whereby, all claims of the
sales tax obligations, pre-dating the Order of Relief, alleged
against the Debtor, its successors, or responsible parties, shall
be settled by a one-time, lump sum remittance of $50,000. On or
about December 16, 2020, the Debtor circulated a Motion for an
Order approving Stipulation of Settlement of Claims; said Order
granted January 20, 2021 and the $50,000 was paid from the
Debtor-in-Possession account to the NYS Dept. of Tax on January 22,
2021.
Allowed Secured Claims are claims secured by property of the
Debtor's bankruptcy estate consist of a note in the present amount
of $159,568, secured by a UCC security agreement, in favor of DT
Equipment and a syndicate of speculators who loaned Glacial
subordinate debt, secured by a note in the present amount of
$1,856,590.22, secured b a UCC security agreement, in favor of the
syndicate.
Class III consists of General Unsecured Claims in the allowed
amount of $126,272.14. This Class is impaired.
Equity interest holders will recoup their investment pro-rata, to
the extent funds are available.
Funds distributed under the Plan will consist of funds accumulated
by the Debtor from D&H Equipment royalty payments. Distribution of
the royalty payments are contingent on confirmation of the Plan and
the affirmative vote of Class III general unsecured creditors. The
Plan provides a discharge of claims for Glacial, as well as a
release to and exculpation for Glacial and other parties for
actions taken during the course of the bankruptcy case, and limits
the liability of TLC and related parties for actions taken in
carrying out the Plan.
A full-text copy of the Disclosure Statement dated March 18, 2021,
is available at https://bit.ly/3fdumNG from PacerMonitor.com at no
charge.
The Debtor is represented by:
Michael A. Weishaar, Esq.
Gleichenhaus, Marchese & Weishaar, PC
930 Convention Tower
43 Court Street
Buffalo, NY 14202
Tel: (716)845-6446
Fax: (716)845-6475
About Glacial Materials
Glacial Materials, LLC, based in Buffalo, N.Y., sought chapter 11
protection (Bankr. W.D.N.Y. Case No. 16-10907) on May 5, 2016, is
represented by Robert B. Gleichenhaus, Esq., at Gleichenhaus,
Marchese & Weishaar, P.C., in Buffalo, N.Y., and estimated its
assets and debts at less than $10 million at the time of the
filing.
GLEN S. SHORT: Selling 50-Acre North Vernon Parcel for $1.8K/Acre
-----------------------------------------------------------------
Glen Scott Short asks the U.S. Bankruptcy Court for the Southern
District of Indiana to authorize the sale of a parcel of real
property located at 4730 W. Private Road 125 N, North Vernon,
Jennings County, Indiana, containing approximately 50 acres and is
taxed under Parcel No. 40-11-01-200-003.001-011, to Ellen Olmstead
for $1,800 per acre.
Short previously was a 50% owner of B.A.T. Mechanical and
Construction, Inc. and Five S Builders, Inc. Both businesses
closed in the year prior to the Petition Date. Short had
guaranteed much of the debt of the two businesses which prompted
the filing of the case.
Short owns real estate located at 4730 W. Private Road 125 N, in
North Vernon, Jennings County, Indiana 47265, which contains four
parcels. One of the parcels contains the Real Estate.
The Friendship State Bank ("FSB") holds a lien on the Real Estate
pursuant to the following Real Estate Mortgages recorded in
Jennings County, Indiana ("Mortgages"):
a. Mortgage dated Jan. 14, 2016, recorded Jan. 20, 2016, as
Instrument No. 2016000231;
b. Mortgage dated Dec. 20, 2016, recorded Jan. 4, 2017, as
Instrument No. 2017000059;
c. Mortgage dated June 23, 2017, recorded June 30, 2017, as
Instrument No. 2017002217; and
d. Mortgage dated June 26, 2017, recorded June 30, 2017, as
Instrument No. 2017002218.
Short has entered into an Indiana Residential Real Estate Purchase
Agreement with the Purchaser to transfer, convey, assign and
deliver to the Purchaser, as that term is defined in the Agreement,
all of Short's right, title and interest in and to the Real Estate.
The purchase price is $1,800 per acre. The Purchaser is not
related to Short.
By the Sale Motion, Short asks authority to sell the Real Estate to
the Purchaser free and clear of all liens, claims, interests and
encumbrances, including, but not limited to the Mortgages.
Short is obligated to FSB pursuant to the Mortgages with a petition
date collective balance of $573,578.35 [FSB Proof of Claims #16,
17, 18 & 19]. Pursuant to the Mortgages, FSB asserts a lien on the
Real Estate. Jennings County Treasurer may have a claim in the
Real Estate by virtue of unpaid or delinquent real estate taxes.
Short will distribute the net sale proceeds pursuant to further
Court order.
Short has not formally marketed the Real Estate. Short submits
that no marketing is needed because the Purchase Price is equal to
fair market value. Short does not believe that further marketing
efforts will result in a better offer than the Purchaser has made,
particularly in today’s economic climate. The additional cost,
time, and potential marketing expenses are, in Short's opinion,
simply not justified under the circumstances.
The Real Estate is rough cut woods and large ravines separated by a
creek. It would be land locked and require an easement over
Short's remaining real property for access. The Purchaser is an
adjacent landowner and, therefore, does not need an easement.
Further, as an adjacent landowner the Real Estate has greater value
to the Purchaser than on the open market. The sale of the Real
Estate is an all cash offer without a financing contingency.
Short also requests (i) that if no objections are filed or pending
at the time of hearing on the Sale Motion, that the Court waives
the 14-day stay imposed by Rule 6004(h) of the Federal Rules of
Bankruptcy Procedure; (ii) that the Court schedules a hearing on
the Sale Motion; (iii) authority to distribute the net sale
proceeds in accordance with further Court order.
Glen Scott Short sought Chapter 11 protection (Bankr. S.D. Ind.
Case No. 20-90851) on July 31, 2020. The Debtor tapped David
Krebs, Esq., as counsel.
GLOBAL EAGLE: Completes Sale to Apollo, Other Lenders
-----------------------------------------------------
Global Eagle Entertainment Inc., a leading global provider of
high-speed connectivity and media solutions for demanding mobility
markets across aviation, maritime, energy and government, on March
23, 2021, announced that it has successfully completed the
previously announced sale of substantially all of the Company's
assets to a group comprising the Company's first-lien investors and
its operations have emerged from the Chapter 11 restructuring
process. Consistent with the Company's post-restructuring focus on
mobility, the Company also announced it has completed the sale of
its legacy non-governmental organization (NGO) and African
fixed-site land business to Marlink AS.
"Today marks the beginning of an exciting new chapter for Global
Eagle," said Joshua Marks, Chief Executive Officer of Global Eagle.
"Having successfully completed our sale and restructuring process,
and now focused fully on mobility, the Company benefits from a
stronger balance sheet, enhanced liquidity and blue-chip backing
from new owners. We are well-positioned to invest in innovation,
drive growth in our business, and continue supporting our customers
as they adapt to evolving passenger and guest needs. I appreciate
the steadfast support Global Eagle's new owners have demonstrated
throughout this process, and I look forward to working closely with
them as we build on the Company's strong foundation and worldwide
customer base to execute on the compelling opportunities ahead."
Global Eagle's solutions integrate connectivity from multiple
sources, including high-speed satellite networks and terrestrial
wireless systems, and on-board media for compelling guest
experiences in the air or at sea. The Company's competitively
differentiated, open-architecture and multi-platform satellite
network provides unparalleled scalability, reliability and future
compatibility with next-generation technologies, enabling Global
Eagle to uniquely meet the evolving needs of its customers. The
Company is also strategically focused on enhancing passenger and
guest experiences with new and exclusive media partnerships,
proprietary cloud-based editing, local content, and available
integrated distribution through Global Eagle's satellite
connectivity network.
Marks added, "I would like to thank our customers, vendors and
business partners for their unwavering support throughout this
process. I would also like to thank our employees for their
continued dedication to serving our clients with outstanding
solutions and support. Our success in this process is a testament
to their commitment to Global Eagle and our stakeholders."
Through its sale and restructuring, Global Eagle reduced its total
debt by $487.5 million and increased its liquidity with a $217.5
million investment from the Company's new owners. The close of the
sale will not have any material impact on Global Eagle's
operations.
As previously announced, Global Eagle's new owners include certain
funds managed by affiliates of Apollo Global Management, Inc.,
Eaton Vance Management, Mudrick Capital Management, Crestline
Investors, Inc., certain funds and accounts managed by Sound Point
Capital Management, certain funds and accounts managed by Arbour
Lane Capital Management, L.P., and certain funds and accounts under
management by BlackRock Financial Management, Inc., among others.
Pursuant to the Company's Chapter 11 plan of liquidation confirmed
by the court on January 29, 2021, Global Eagle's stock, which
currently trades on the OTC market under "GEENQ", will be cancelled
upon the effective date of the Plan.
Latham & Watkins LLP is serving as the Company's legal counsel.
Greenhill & Co., Inc. is serving as the Company's financial advisor
and Alvarez & Marsal is serving as the Company's restructuring
advisor. Gibson, Dunn & Crutcher LLP is serving as legal counsel to
the ad hoc first lien lender group and new owners of the Company.
Rothschild & Co is serving as financial advisor to the ad hoc first
lien lender group and new owners of the Company.
About Global Eagle Entertainment
Headquartered in Los Angeles, California, Global Eagle --
http://www.GlobalEagle.com/-- is a provider of media, content,
connectivity and data analytics to markets across air, sea and
land. Global Eagle offers a fully integrated suite of media content
and connectivity solutions to airlines, cruise lines, commercial
ships, high-end yachts, ferries and land locations worldwide.
Global Eagle Entertainment Inc., based in Los Angeles, CA, and its
debtor-affiliates sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 20-11835) on July 22, 2020. The Hon. John T. Dorsey
presides over the case.
In the petition signed by CFO Christian M. Mezger, Global Eagle
disclosed $630.5 million in assets and $1.086 billion in
liabilities.
Global Eagle tapped LATHAM & WATKINS LLP (CA), and YOUNG CONAWAY
STARGATT & TAYLOR, LLP, as counsel; GREENHILL & CO., LLC, as
investment banker; and ALVAREZ & MARSAL NORTH AMERICA, LLC, as
financial advisor. PRIME CLERK LLC, is the claims and noticing
agent. PRICEWATERHOUSECOOPERS LLP is the tax advisor.
GREENSILL CAPITAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Greensill Capital Inc.
2 Gansevoort Street
New York, NY 10014
Business Description: Greensill Capital Inc. is engaged in "Other
Financial Investment Activities."
Chapter 11 Petition Date: March 25, 2021
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 21-10561
Judge: Hon. Michael E. Wiles
Debtor's Counsel: Kyle J. Ortiz, Esq.
TOGUT, SEGAL & SEGAL LLP
One Penn Plaza, Suite 3335
New York, NY 10119
Tel: (212) 594-5000
E-mail: kortiz@teamtogut.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $50 million to $100 million
The petition was signed by Jill M. Frizzley, director.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/KKZKRXY/Greensill_Capital_Inc__nysbke-21-10561__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Brian Haezebroeck Employee $43,260
Email: haezebroeck@msn.com Obligations
2. Pieter Frederik Boom Employee $39,615
Email: pfboom01@gmail.com Obligations
3. Randolph Habeck Employee $37,692
Email: dolph.habeck@mac.com Obligations
4. Shinichi Cowe Employee $33,051
Email: srcowe@gmail.com Obligations
5. Donatus Anusionwu Employee $32,307
Email: danusionwu@gmail.com Obligations
6. Lucia Martinez Employee $31,634
Email: luciamartinezcfa@gmail.com Obligations
7. Michael Pilat Employee $29,615
Email: mike@mikepilat.com Obligations
8. Ryan Waterman Employee $27,730
Email: rwaterman@centurylink.net Obligations
9. John Smith Employee $27,103
Email: johnswood77@gmail.com Obligations
10. Sarood Baig Employee $27,103
Email: stbaig@gmail.com Obligations
11. Thomas Owen Employee $26,740
Email: towen@iowatelecom.net Obligations
12. Jacob Streit Employee $25,961
Email: jakes918@gmail.com Obligations
13. Jamey Ross Employee $25,750
Email: rossjamey@gmail.com Obligations
14. Scott Cline Employee $25,750
Email: scbball33@gmail.com Obligations
15. Marisa Lazatin Employee $24,759
Email: marisabgorman@gmail.com Obligations
16. Indirah Toovey Employee $24,230
Email: ndi2v50@gmail.com Obligations
17. Matthew Wright Employee $24,230
Email: matthewwright@gmail.com Obligations
18. Dinesh Kumar Employee $24,230
Email: hdinkumar@yahoo.com Obligations
19. Thomas Coenen Employee $24,066
Email: tcoenen@gmail.com Obligations
20. John Zimmerman Employee $23,692
Email: j.zimmerman@yahoo.com Obligations
H&R PROPERTY: Seeks to Hire Friedman Real as Real Estate Broker
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H&R Property, LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Michigan to employ Friedman Real Estate as
real estate broker.
The Debtor requires assistance of a real estate broker to market
and sell its real estate located at 9999 Middlebelt Road, Romulus
Mich.
The firm will be paid a commission of 4 percent of the sales
price.
Kevin George, a partner at Friedman Real Estate, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Kevin George
Friedman Real Estate
34975 West Twelve Mile Rd.
Farmington Hills, MI 48331
Tel: (888) 848-1671 / (248) 324-2000
Email: kevin.george@freg.com
About H&R Property
H & R Property, LLC filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Mich. Case No. 20-52081) on Dec. 4, 2020. Hassan
Ouza, member of H & R Property, signed the petition. In the
petition, the Debtor disclosed assets of between $1 million and $10
million and liabilities of the same range.
Judge Thomas J. Tucker presides over the case.
The Debtor is represented by Raymond N. Mashni, PLC.
HERMELL PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Hermell Products Inc.
9 Britton Drive
Bloomfield, CT 06002
Business Description: Hermell Products Inc. --
https://www.hermell.com -- offers
comfortable and supportive medical equipment
including, orthopedic supports, slings,
cervical & lumbar cushions, foot care
products, decubitus care products, wheel
chair and seating cushions, and a collection
of products for the bed.
Chapter 11 Petition Date: March 25, 2021
Court: United States Bankruptcy Court
District of Connecticut
Case No.: 21-20284
Debtor's Counsel: Anthony S. Novak, Esq.
NOVAK LAW OFFICE, P.C.
280 Adams Street
Manchester, CT 06042
Tel: 860-432-7710
Fax: 860-432-7724
E-mail: anthonysnovak@aol.com
Total Assets: $710,254
Total Liabilities: $2,125,418
The petition was signed by Ronald G. Pollack, president.
A copy of the petition containing, among other items, a list of the
Debtor's 20 largest unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/TGPDJDI/Hermell_Products_Inc__ctbke-21-20284__0001.0.pdf?mcid=tGE4TAMA
HIDALGO EMERGENCY: Auction of Substantially All Assets on April 2
-----------------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas authorized Hidalgo County Emergency Service
Foundation's bidding procedures in connection with the auction sale
of substantially all or any part of its operational and other
assets.
The Debtor is authorized to take any and all actions necessary or
appropriate to implement the Bidding Procedures.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: March 29, 2021, at 5:00 p.m. (CT)
b. Initial Bid: The Bid must propose a Purchase Price for all
of the Assets, including any assumption of liabilities, that has a
value that equals or exceeds the sum of $1 million.
c. Deposit: An amount equal to the lesser of (i) $50,000 if
the Bid is for all the Assets, or (ii) 10% of the total amount of
the bid if for less than all the Assets, to be held in an
interest-bearing escrow account to be identified by the Debtor
d. Auction: The Auction, if necessary, will be conducted on
April 2, 2021, at 10:00 a.m. (CT) either in person at a location
designated by the Debtor or by electronic means. The Debtor will
notify all parties entitled to participate.
e. Bid Increments: $25,000 or 10% of the Baseline Bid
The Notice Of Auction And Sale Hearing is approved and incorporated
in the Order.
The Notice Of (I) Cure Amounts With Respect To Executory Contracts
And Unexpired Leases To Potentially Be Assumed And Assigned And
(II) Potential Assumption And Assignment Of Executory Contracts And
Unexpired Leases is approved and incorporated in the Order.
The Sale Hearing will be conducted on April 9, 2021, at 9:00 a.m.
(CT) via both telephone and video. The dial in telephone number is
832-917-1510, conference room number is 205691. The video
information is https://gotomeet.me/judgejones. The Sale Objection
Deadline is April 7, 2021, at 5:00 p.m. (CT).
Not later than two business days after entry of the Order, the
Debtor will (a) cause the Notice of Auction and Sale Hearing and a
copy of the Order to be sent by e-mail or by first-class mail,
postage prepaid, to all parties entitled to notice; and (b) cause
the Notice of Cure and Assumption to be sent by e-mail or by
first-class mail, postage prepaid, to the non-Debtor parties to the
executory contracts and unexpired leases.
Upon filing the Successful Bidder Notice(s) with the Court, the
Debtor will serve the Successful Bidder Notice(s) on all parties
that received service of the Notice of Cure and Assumption.
The stays provided by Rules 6004(h) and 6006(d) of the Bankruptcy
Rules are waived, and the Order will be effective immediately upon
its entry.
The Court retains jurisdiction over any and all matters related to
or arising from the interpretation or implementation of the Order.
A copy of the Bidding Procedures is available at
https://tinyurl.com/3f6yz6kr from PacerMonitor.com free of charge.
About Hidalgo County Emergency Service Foundation
Edinburg, Texas-based Hidalgo County Emergency Service Foundation
d/b/a South Texas Air Med and d/b/a Hidalgo County EMS --
https://www.hidalgocountyems.org -- is a provider of emergency
ambulatory services.
Hidalgo County Emergency Service Foundation filed for Chapter 11
bankruptcy (Bankr. S.D. Tex. Case No. 19-20497) on Oct. 8, 2019,
listing between $1 million to $10 million in both assets and
liabilities. The petition was signed by Kenneth B. Ponce, sole
managing member. The Hon. David R. Jones presides over the case.
Lawyers at Jordan, Holzer & Ortiz, P.C., serve as counsel to the
Debtor.
On Sept. 29, 2020, the Court appointed of Richard S. Schmidt as
the Debtor's Chief Restructuring Officer.
HIDALGO EMERGENCY: Sets Auction and Sale Process for All Assets
---------------------------------------------------------------
Hidalgo County Emergency Service Foundation asks the U.S.
Bankruptcy Court for the Southern District of Texas to authorize
the auction and sale process for substantial all or any part of its
operational and other assets.
Objections, if any, must be filed within 21 days of the date the
Motion was served.
The Debtor's cash position is currently stable after the Debtor
survived a cash crisis in the December-January period that was
caused by multiple factors. Presently, there is no expected risk
of a precipitous shut down. Current and projected cash receipts
appear to remain sufficient to maintain operations, at least as
long as the Debtor's professionals and the US Trustee's fees remain
unpaid.
One serious impact of the cash crisis was the Debtor fell behind on
payments to Blue Cross for the Debtor's employee health plan. The
Debtor's loss of its HR director during a time when the Debtor's
management was focused on the sale process and other operational
issues contributed to the problem. The Debtor has now successfully
negotiated a payment plan with Blue Cross that its cash forecast
shows it can comply with, and so the health plan remains in force.
The Debtor's employees are being notified of the situation.
The CRO had determined by early December that the company could not
be successfully reorganized and that a sale would be necessary.
However, multiple attempts to retain an investment banker to run a
formal, professional sale process were unsuccessful. As a result,
the Debtor commenced a self-directed sale process, began soliciting
parties it knew that have related strategic interests, and began
sharing with them its financial and operational information. It
has been actively engaged with multiple potential purchasers of the
Debtor's operations, and also with the State of Texas, which has
committed to expediting any licensing requirements of a potential
purchaser.
The Debtor now has serious expressions of interest from several
parties, including private and governmental entities. It therefore
proposes these bidding, auction, and sale procedures to expedite
the transition of operations to a purchaser, with a focus on
continuity of services so that 911 calls will continue to be
answered in the Debtor's service areas without interruption.
The Debtor seeks approval of the Bid and Auction Procedures set
forth in Exhibit 1 to ITs proposed order being submitted with the
Motion.
The proposed procedures are summarized as follows:
a) All interested parties must contact the Debtor and all bids
will be submitted to the Debtor.
b) Potential Bidders must execute a confidentiality agreement,
and upon doing so, will be permitted access to the Debtor's
business records.
c) The Debtor will determine whether any potential bidder
qualifies to participate in the auction.
d) Joint bids are permitted with the Debtor's prior permission
but joint bidders must not improperly collude to depress auction
prices.
e) Bids must meet certain criteria to be qualified to
participate in the auction, including a minimum offer price of $1
million if the offer is for substantially all of the Debtor’s
assets, and the requirement of a $50,000 good faith deposit.
f) Bids for less than all the Debtor's assets will be
considered, with no minimum bid and a reduced deposit requirement.
g) The deadline to submit bids is March 29, 2021, at 5:00 p.m.
h) Credit bidding is permitted for parties with liens.
i) If there is more than one qualified bid the Debtor will
conduct an auction beginning on April 2, 2021, at 10:00 a.m.
j) Minimum bid increment for all the assets is $25,000.
k) A backup bidder will remain bound by his backup bid until
the winning bidder closes.
By the Motion, the Debtor asks that the Court approves an auction
process for the sale of its assets free and clear of all liens,
claims and encumbrances. It further asks that the Court approves
the bid procedures.
The Debtor asks that the Court schedules an emergency hearing at
its earliest convenience to approve these procedures, set deadlines
related thereto, and make findings consistent with the efficient
implementation of the auction process, and a second hearing on
April 9, 2021, at 9:00 a.m., to approve a sale to the winning
bidder or bidders, and if necessary, determine cure amounts for
executory contracts and leases.
About Hidalgo County Emergency Service Foundation
Edinburg, Texas-based Hidalgo County Emergency Service Foundation
d/b/a South Texas Air Med and d/b/a Hidalgo County EMS --
https://www.hidalgocountyems.org -- is a provider of emergency
ambulatory services.
Hidalgo County Emergency Service Foundation filed for Chapter 11
bankruptcy (Bankr. S.D. Tex. Case No. 19-20497) on Oct. 8, 2019,
listing between $1 million to $10 million in both assets and
liabilities. The petition was signed by Kenneth B. Ponce, sole
managing member. The Hon. David R. Jones presides over the case.
Lawyers at Jordan, Holzer & Ortiz, P.C., serve as counsel to the
Debtor.
On Sept. 29, 2020, the Court appointed of Richard S. Schmidt as
the Debtor's Chief Restructuring Officer.
HORTON INVESTMENTS: April 6 Hearing on Clarke County Property Sale
------------------------------------------------------------------
Judge Rebecca B. Connelly of the U.S. Bankruptcy Court for the
Western District of Virginia will convene a hearing on April 6,
2021, at 11 a.m., to consider Horton Investments, LLC's request to
compel sale in conformity with the Court's order entered on Dec.
22, 2020, approving sale of the real property consisting of an
11.923-acre parcel located at the southeast corner of Routes 340
and 522 in Clarke County, Virginia, Clarke County Tax Map Number
27-A-10B, pursuant to the Commercial Purchase Agreement dated Aug.
21, 2020, to Retail RE Capital Group, LLC for $1 million.
The hearing will be held by Zoom video conference
(https://vawb-uscourts-gov.zoomgov.com/j/1611437087). The meeting
identification number is 161 143 7087.
About Horton Investments
Horton Investments, LLC, primarily engages in renting and leasing
real estate properties.
Horton Investments filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No.
20-50647) on Aug. 28, 2020. The petition was signed by Nancy B.
Horton, member manager. The Debtor hired Hoover Penrod, PLC as
counsel.
HURLEY MEDICAL: Moody's Affirms Ba1 on $82MM Outstanding Debt
-------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 ratings assigned to
Hurley Medical Center's (MI) outstanding debt, affecting
approximately $82 million. The outlook is stable.
RATINGS RATIONALE
The affirmation of the Ba1 rating reflects expectations that Hurley
Medical Center will continue to benefit from a leading market share
in the primary service area and its essential role as a
full-service safety net provider. Hurley will maintain a strong
unrestricted cash position, which will provide cushion as Moody's
expect fiscal 2021 cash flow margins will moderate from 2020 due to
lower volumes, especially pediatric cases. Management's focus on
revenue cycle improvement, cost management and outpatient growth
will be integral given Hurley's high reliance on state supplemental
funding levels, limited revenue growth and uneven volume recovery.
Moody's expect Hurley will meet its financial covenants in 2021
although headroom to the debt service coverage covenant will remain
narrow for the second consecutive year given the inability to
include CARES Act grants in the calculation; CARES Act funds will
be material to cash flow in 2021. However, Moody's expect debt
service coverage will begin to improve following a notable
reduction in debt service in fiscal 2021. The rating will be
constrained by Hurley's large underfunded pension liability, a high
age of plant and limitations on the ability to pursue partnerships
as a component unit of the City of Flint. Population decline, high
unemployment and Medicaid levels will remain key challenges, along
with two competing providers in the county that are part of larger
systems.
RATING OUTLOOK
The stable outlook expects that Hurley will maintain a very strong
cash position relative to daily operations and direct debt as
margins will moderate in fiscal 2021 from 2020 as volume recovery,
particularly pediatric cases, remains uneven.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
Improved and sustained financial performance
Continued strengthening of liquidity and debt coverage and
reduction in unfunded pension liability
Revenue growth due to expansion of service lines, volume growth or
greater geographic reach through outpatient strategies
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
Inability to meet budget and maintain balance sheet strength
Material reductions in supplemental funding
Deterioration of system's competitive position
Change in funding requirements of the pension that reduces
liquidity position
Inability to meet financial covenants
LEGAL SECURITY
Bonds will be secured by a pledge of net revenues of the obligated
group, as defined in the bond documents. Hurley is the only member
of the obligated group. While Hurley is a component unit of the
City of Flint, MI, the bonds are not secured by the full faith and
credit of the City of Flint. A debt service reserve fund was
established with the Series 2020. There is no mortgage pledge.
Financial covenants will include the following: while the Series
2013 and Series 2020 bonds are outstanding, a rate covenant of 1.3x
maximum annual debt service (MADS) coverage and liquidity covenant
of 50 days cash on hand (both measured annually); if these measures
fall below, a consultant is required. Additionally, there is a
minimum rate covenant threshold of 1.1x MADS coverage and 35 days
cash on hand. If these minimum thresholds are violated, bondholders
(requiring 20% of outstanding bondholders minimum) can compel the
Hospital Board of Managers, as appointed by the City of Flint, to
fix and collect rates as required. Note, however, that this is
essentially a covenant violation, not a traditional Event of
Default.
PROFILE
Hurley is a 443-licensed bed tertiary care teaching facility and
safety-net hospital located in Flint, MI. Hurley is a component
unit of the City of Flint. The hospital provides clinical training
for medical and nursing students and residents and maintains
academic affiliations with Michigan State University and the
University of Michigan. The hospital operates a Level I Trauma
Center and a Children's Hospital within the hospital. Hurley only
employs a small number of physicians, most of whom are specialists,
and includes primary care physicians in residency training faculty
roles. In fiscal 2020, the hospital generated $455 million in
operating revenue and saw over 18,500 inpatient admissions.
METHODOLOGY
The principal methodology used in these ratings was Not-For-Profit
Healthcare published in December 2018.
INTEGRO PARENT: Moody's Lowers CFR to Caa1, Alters Outlook to Neg.
------------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating of Integro Parent Inc. to Caa1 from B3, and the probability
of default rating to Caa1-PD from B3-PD. The downgrade reflects
weak operating earnings and cash flow, a high debt burden and lower
liquidity as the company navigates the business impact of the
coronavirus pandemic. The rating agency also downgraded Integro's
first-lien credit facilities to B3 from B2, and its second-lien
term loan to Caa3 from Caa2. Moody's changed Integro's rating
outlook to negative from stable based on refinancing risk,
beginning with its revolving credit facility which expires in April
2022.
RATINGS RATIONALE
The downgrade of Integro's ratings reflects the company's elevated
financial leverage, low EBITDA coverage of interest and negative
free cash flow. It also reflects difficult business conditions
resulting from coronavirus restrictions affecting selected
jurisdictions and business lines. While Moody's expects free cash
flow to be about breakeven in 2021, the company's upcoming debt
maturities beginning in 2022 contributed to the negative rating
action.
Integro has a good market presence in specialty UK insurance
brokerage. The firm operates three business segments including a
wholesale and reinsurance broker at Lloyd's under the Tyser's brand
(its largest segment), entertainment and sports, and UK middle
market/retail. The coronavirus pandemic has led to lower revenues,
earnings and cash flow particularly for the group's entertainment
and sports businesses. Such pandemic effects represent a social
factor as part of Moody's environmental, social and governance
considerations. However, Integro is benefiting from rising
commercial insurance rates and has also made progress integrating
Lloyd's broker RFIB (acquired in early 2020) and reducing
expenses.
Moody's expects that Integro will use a combination of cash on hand
and revolving credit borrowings to cover bonus payments and other
obligations during the first half of 2021. The negative rating
outlook reflects the company's significant refinancing risk given
its revolver matures in April 2022, followed by a large deferred
option premium maturing in July 2022 and the first-lien term loan
in October 2022.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Given the negative rating outlook, a rating upgrade for Integro is
unlikely. Factors that could return the outlook to stable include:
(i) successful refinancing/extension of the credit facilities, (ii)
demonstrated ability to grow revenue and expand margins, and (iii)
successful completion of the RFIB integration. Factors that could
lead to a rating downgrade include: (i) failure to refinance the
credit facilities, (ii) debt-to-EBITDA ratio above 9x, (iiI)
(EBITDA – capex) coverage of interest below 1x, or (iv) negative
free cash flow.
Moody's has downgraded the following ratings of Integro Parent
Inc.:
Corporate Family Rating to Caa1 from B3;
Probability of Default Rating to Caa1-PD from B3-PD;
$62.5 million senior secured first-lien revolving credit facility
(maturing April 2022) to B3 (LGD3) from B2 (LGD3);
$257 million senior secured first-lien term loan (maturing October
2022) to B3 (LGD3) from B2 (LGD3);
$147 million senior secured second-lien term loan (maturing October
2023) to Caa3 (LGD5) from Caa2 (LGD5).
The rating outlook for Integro Parent Inc. has been changed to
negative from stable.
The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in June 2018.
US-based Integro is the holding company parent of Tysers Insurance
Brokers Ltd, a 200-year-old Lloyd's of London specialist broker
that generated revenues of $241 million for the 12 months through
September 2020. Tysers is largely a wholesale broker with local
offices in Asia, Middle East, Australia, Europe, Latin America and
Bermuda.
J&J VENTURES: Moody's Assigns 'B2' CFR & Rates $575M Term Loan 'B2'
-------------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
B2-PD Probability of Default Rating to J&J Ventures Gaming, LLC. A
B2 was assigned to the company's proposed $575 million 7-year
senior secured term loan. A B2 was assigned to J&J's proposed $60
million 5-year revolving credit facility that will be undrawn at
closing. The outlook is stable.
J&J is a terminal operator in the Illinois Video Gaming Terminal
(VGT) market and owns and operates 11,156 VGTs across 2,140
third-party establishments in Illinois including bars, gaming
cafes, convenience stores and truck stops.
Proceeds from the proposed term loan, along with a cash obtained
from the company's equity sponsor, Oaktree Capital Management, L.P,
will be used to fund the acquisition of two private Illinois
terminal operators for about $390 million, and repay J&J's existing
debt totaling about $300 million.
The following ratings/assessments are affected by the action:
Assignments:
Issuer: J&J Ventures Gaming, LLC
Corporate Family Rating, Assigned B2
Probability of Default Rating, Assigned B2-PD
Senior Secured First Lien Term Loan, Assigned B2 (LGD4)
Senior Secured First Lien Revolving Credit Facility, Assigned B2
(LGD4)
Outlook Actions:
Issuer: J&J Ventures Gaming, LLC
Outlook, Assigned Stable
RATINGS RATIONALE
The B2 CFR considers J&J's flexible and asset light business model
characterized by limited capital expenditure requirements, a highly
variable expense structure, and the contract nature of revenues and
earnings. There is no material customer concentration. Combined,
these factors result in significant and stable free cash flow
relative to EBITDA. Pro forma for the acquisitions, Moody's
estimates annual free cash flow after all scheduled debt service,
planned capital expenditures, and taxes, will be about $50 million,
or approximately 80% of annual EBITDA. J&J's highly variable
expense structure allowed the company to manage with a very low
cash burn rate during the COVID related closure period while
retaining employees.
Also considered is that J&J's management team has considerable
experience in terms of VGT management and is the largest terminal
operator in Illinois with a 30% market share in the state. This
provides J&J with an advantage in terms of promotion, pricing and
economies of scale, including the ability of making accretive
consolidation opportunities in a highly fragmented market. The
acquisitions that will be funded with the proceeds of the credit
facilities will increase J&J's route density in Northern IL,
including Chicago, one of the most densely populated cities in the
U.S.
Credit concerns include J&J's small size in terms of revenue --
about $200 million on a pro forma basis -- single product focus
with all operations located in one state, and high pro forma
debt-to-EBITDA leverage at almost 5.0x. Additionally, despite the
favorable regulatory history of Illinois supporting and expanding
VGT's, J&J remains inherently exposed to unfavorable regulatory
changes including higher tax rates, should they occur. Also, while
not currently expected, there is always the possibility that the
company's owner will alter its financial policy and operate in a
manner to maximize dividend and equity value at the expense of
creditors. J&J's new terminal installations and acquisitions are
rapidly expanding the revenue base. Moody's anticipates that the
company will be able to maintain the higher level of revenue per
day per machine across the installed base experienced in recent
months that is in part due to an increase in the state-allowed bet
to $4 from $2.
The B2 assigned to the proposed term loan and revolver considers
that credit facilities will comprise all the debt capital structure
of J&J, are part of the same credit agreement, and share the same
collateral package -- a first priority perfected lien on
substantially all tangible and intangible assets of the borrower
and a first priority perfected lien on substantially all tangible
and intangible assets of the borrower and guarantors (including
capital stock). The guaranty is unconditional, irrevocable, and is
joint and several.
The coronavirus outbreak, the government measures put in place to
contain it, and the weak global economic outlook continue to
disrupt economies and credit markets across sectors and regions.
Moody's analysis has considered the effect on the performance of
J&J from the current weak US economic activity and a gradual
recovery for the coming year. Although an economic recovery is
underway, it is tenuous, and its continuation will be closely tied
to containment of the virus. As a result, the degree of uncertainty
around our forecasts is unusually high. Moody's regards the
coronavirus outbreak as a social risk under its ESG framework,
given the substantial implications for public health and safety.
The gaming sector has been one of the sectors most significantly
affected by the shock given its sensitivity to consumer demand and
sentiment. More specifically, the weaknesses in J&J's credit
profile, including its exposure to travel disruptions, facility
closures and discretionary consumer spending have left it
vulnerable to shifts in market sentiment in these unprecedented
operating conditions and J&J remains vulnerable to the outbreak
continuing to spread. Many of the company's VGTs were in facilities
that closed in the March-June and November-December time frames.
The stable rating outlook considers that despite its small size,
J&J will generate positive free cash flow that it can use to manage
its debt levels. There will be an excess cash flow sweep in place,
and J&J's debt structure is 100% pre-payable without penalty.
Additionally, while there is always the possibility that the
company's owner will operate in a manner to maximize dividend and
equity value at the expense of creditors, Moody's views J&J's
financial policy as moderate based on the company's intention is to
focus on near-term deleveraging and a target capital structure of
less than 3.0x gross debt-to-EBITDA leverage. With respect to the
stable rating outlook, these factors compliment J&J's highly
variable expense structure and demonstrated ability to minimize
burn rate in a zero-revenue environment.
The stable rating outlook also considers a considerable amount of
flexibility regarding covenant compliance. There will be no
financial covenants in the term loan, and the revolver will only
contain a first lien springing maximum leverage covenant that is
only triggered if the revolver is at 35% utilization. Moody's does
not expect that the revolver, which will be undrawn at closing,
will be drawn during the life of the loan, even under Moody's
stress scenario. Liquidity is bolstered by approximately $109
million of cash at closing but could weaken if the cash is utilized
for acquisitions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings improvement is limited at this time given J&J's small size
and lack of diversification. However, ratings could be raised over
the longer-term if the company generates consistent and comfortably
positive free cash flow and maintains debt/EBITDA at or below 4.0x.
Ratings could be downgraded if there a decline in the company's
EBITDA performance , a deterioration in liquidity or an inability
to sustain debt-to-EBITDA below 5.0x.
The proposed first lien term loan is not expected to contain
financial maintenance covenants, while the proposed revolving
credit facility will contain a springing maximum first lien secured
net leverage of 6.6x that is tested when revolver usage exceeds 35%
of commitment. The proposed credit facilities are expected to
provide covenant flexibility that could adversely impact creditors,
including an uncommitted incremental first lien term loan and
revolving credit facility, in an aggregate amount not to exceed the
sum of 1) the greater of a) $135 million and b) 1.0x of EBITDA at
time of determination, plus 2) additional amounts subject to a pro
forma maximum first lien secured net leverage of 4.25x (if pari
passu secured). Amounts up to the greater of $135 million and 100%
of EBITDA may be incurred with an earlier maturity date than the
initial term loans. There are no express "blocker" provisions which
prohibit the transfer of specified assets to unrestricted
subsidiaries; such transfers are permitted subject to carve-out
capacity and other conditions. Non-wholly-owned subsidiaries are
not required to provide guarantees; dividends or transfers
resulting in partial ownership of subsidiary guarantors could
jeopardize guarantees, with no explicit protective provisions
limiting such guarantee releases. The proposed terms and the final
terms of the credit agreement can be materially different.
J&J Ventures Gaming, LLC is a terminal operator in the Illinois
Video Gaming Terminal (VGT) market and owns and operates 11,156
VGTs across 2,140 third-party establishments in Illinois including
bars, gaming cafes, convenience stores and truck stops. In December
2019, Oaktree Capital Management, L.P. invested $155 million to
acquire a minority equity position. Oaktree's ownership will
increase to approximately 57% as part of the transaction with
management-related entities owning the remaining minority position.
Projected annual revenue is about $200 million.
The principal methodology used in these ratings was Gaming
Methodology published in October 2020.
J.C. PENNEY: March Store Closings Delayed to May
------------------------------------------------
Kelly Tyko of USA TODAY reports that J.C. Penney has delayed the
closings of 15 stores that were scheduled to shutter in March 2021
and added three locations to its closure list.
The department store chain was one of the largest retailers to file
for Chapter 11 bankruptcy protection during the COVID-19 pandemic
and officials said in May 2020 that they planned to close about 29%
of its 846 stores or 242 locations.
Since then 156 stores have permanently closed and in December 2020
emerged from bankruptcy after being acquired by mall owners Simon
Property Group and Brookfield Asset Management Inc.
Now, a total of 18 stores are scheduled to close in mid-May
bringing the closures to 174.
"Our go-forward store count is 672. We have 18 stores that are
scheduled to close to the public on May 16, 2021," J.C. Penney said
in a brief statement to USA TODAY. "There are no additional store
closures planned at this time."
In December 2020, J.C. Penney officials told USA TODAY 15 of the 18
stores on the closing list would close in mid to late March 2021 as
part of its restructuring. Officials would not answer questions on
why the closings were delayed until May 2021.
Since filing for bankruptcy, J.C. Penney has added two new home
goods store brands into its mix and said in January 2021 it would
stop carrying MyPillow products after CEO Mike Lindell pushed
claims of voter fraud in the 2020 presidential election.
Other retailers also are closing stores this 2021, including
Macy's, Bed Bath & Beyond, Godiva and Christopher & Banks. As
consumers continue to shop online, Best Buy CEO Corie Barry said
the company is expected to close more stores in 2021 than it
usually does.
About J.C. Penney
J.C. Penney Company, Inc. -- http://www.jcpenney.com/-- is an
apparel and home retailer, offering merchandise from an extensive
portfolio of private, exclusive, and national brands at over 850
stores and online. It sells clothing for women, men, juniors, kids,
and babies.
On May 15, 2020, J.C. Penney announced that it has entered into a
restructuring support agreement with lenders holding 70% of its
first-lien debt. The RSA contemplates agreed-upon terms for a
pre-arranged financial restructuring plan that is expected to
reduce several billion dollars of indebtedness.
To implement the plan, J.C. Penney and its affiliates on May 15,
2020, filed voluntary petitions for reorganization under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
20-20182). At the time of the filing, J.C. Penney disclosed assets
of between $1 billion and $10 billion and liabilities of the same
range.
Judge David R. Jones oversees the cases.
The Debtors have tapped Kirkland & Ellis and Jackson Walker, LLP as
legal counsel; Katten Muchin Rosenman, LLP as special counsel;
Lazard Freres & Co. LLC as investment banker; AlixPartners, LLP as
restructuring advisor; and KPMG, LLP as tax consultant. Prime Clerk
is the claims agent, maintaining the page
http://cases.primeclerk.com/JCPenney
A committee of unsecured creditors has been appointed in Debtors'
Chapter 11 cases. The committee is represented by Cole Schotz,
P.C., and Cooley, LLP.
* * *
J.C. Penney in November 2020 won approval to sell substantially all
of its retail and operating assets ("OpCo") to a group formed by
landlords Brookfield Asset Management, Inc. and Simon Property
Group and senior lenders through a combination of cash and new term
loan debt.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal
counsel and BRG Capital Advisors, LLC is serving as financial
adviser to Simon and Brookfield.
JET REAL ESTATE: Seeks April 15 Hearing on Del Mar Property Sale
----------------------------------------------------------------
Jet Real Estate Group, LLC, asks the U.S. Bankruptcy Court for the
Southern District of California to shorten time for notice and
hearing on proposed sale of the real property located at 12994 Via
Esperia, in Del Mar, California, Parcel Number 3010922600, to Brent
Zambon for $1.6 million, such that the Motion may be heard on April
15, 2021, at 10:00 a.m.
Bankruptcy Local Rule 9013-6 would normally require at least 28
days' notice of a hearing on the Motion. On that schedule, the
Court could not hear and make a determination on the Motion until
the week of April 19-23, 2021. However, at the most recent status
conference for the case, the Court specified that April 14 (later
changed to 10:00 a.m. April, 15, to accommodate the Court's
calendar) which would make a hearing on the Employment Application
before the end of the 2020 calendar year difficult to schedule.
To ensure a timely Employment Application hearing, and to conserve
the Court's resources by scheduling the hearing at the same time as
the first Status Conference for the matter, the Debtor submits that
it would be appropriate and in the best interests of the bankruptcy
estate to shorten time for a hearing on the Employment Application,
so that the hearing may be set for Dec. 16, 2020.
If the Ex Parte Application is granted and the Motion is served by
Nov. 27, 2020, the notice period on the Motion will be shortened to
nineteen calendar days, so that that a hearing would be held along
with the Status Conference on Dec. 16, 2020 at 2:00 p.m. The
shortened time requested by the Ex Parte Application will not
interfere with any other proceedings in the bankruptcy case. To
the contrary, shortening time will make it possible for the Debtor
to obtain an order approving employment of its counsel, nunc pro
tunc to the Petition Date, before the end of the 2020 calendar
year.
The Debtor proposes that any opposition or response to the Ex Parte
Application may be submitted by Dec. 9, 2020, one week before the
proposed hearing date, if an opposing party so chooses. It
proposes that, if necessary, it be allowed to reply to any
opposition orally at the hearing.
Promptly after the Court considers the Ex Parte Application, the
Debtor will serve notice of entry of the Court's order and a copy
of the Employment Application on the following parties: The United
States Trustee, including a request for a Statement of Position by
the United States Trustee, per Local Rule 2014-1(c); and all
scheduled creditors.
The Debtor respectfully asks that the Court grant the Ex Parte
Application in its entirety and enter an Order: setting the hearing
on the Employment Application for Dec. 16, 2020 at 2:00 p.m.;
providing that any opposition to the Employment Application may be
submitted by Dec. 9, 2020; providing that any reply to any
opposition to the Employment Application may be made orally at the
hearing, and; directing the Debtor to serve notice of the entry of
the order approving the Ex Parte Application and the Employment
Application, with its accompanying Notice of Motion and Hearing, as
set forth in the Ex Parte Application.
A copy of the Agreement is available at
https://tinyurl.com/536kaapd from PacerMonitor.com free of charge.
About Jet Real Estate Group
Jet Real Estate Group, LLC sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No.
20-05584) on Nov. 11, 2020 listing under $1 million in both assets
and liabilities. Benjamin Carson at Benjamin Carson Law Office
serves as the Debtor's counsel.
JET REAL ESTATE: Seeks to Shorten Time for Notice & Hearing on Sale
-------------------------------------------------------------------
Jet Real Estate Group, LLC, asks the U.S. Bankruptcy Court for the
Southern District of California to shorten time for notice and
hearing on proposed sale of the real property located at 12994 Via
Esperia, in Del Mar, California, Parcel Number 3010922600, to Brent
Zambon for $1.6 million.
Bankruptcy Local Rule 9013-6 would normally require at least 28
days' notice of a hearing on the Motion. On that schedule, the
Court could not hear and make a determination on the Motion until
the week of April 19-23, 2021. However, at the most recent status
conference for the case, the Court asked the Debtor try to file a
"liquidity motion" (for financing or sale) for the upcoming Status
Conferencing Hearing.
To meet this stated goal, to ensure a timely Sale Hearing, and to
conserve the Court's resources by scheduling the Sale Hearing at
the same time as the Status Conference Hearing, the Debtor submits
that it would be appropriate and in the best interests of the
bankruptcy estate to shorten time for a hearing on the Employment
Application, so that the Sale Hearing may be set for April 15,
2021, at 10:00 a.m.
If the Ex Parte Application is granted and the Motion is served by
March 22, 2021, the notice period on the Motion will be shortened
to 24 calendar days, so that that a hearing would be held along
with the Status Conference on April 15, 2021 at 10:00 a.m. The
shortened time requested by the Ex Parte Application will not
interfere with any other proceedings in the bankruptcy case.
Furthermore, it will not prejudice the United States Trustee, the
creditors, or any other party at interest. This only reduce
service time by four days and still puts the best sale offer
available to Debtor, which will pay creditors 100% of their allowed
claims, before the Court in a timely manner.
The Debtor proposes that any opposition or response to the Ex Parte
Application may be submitted by Monday, April 5, 2021, one week
before the proposed hearing date, if an opposing party so chooses.
It proposes that, if it be allowed to reply to any opposition no
later than April 12, 2021.
Promptly after the Court considers the Ex Parte Application, the
Debtor will serve notice of entry of the Court's order and a copy
of the Employment Application on the following parties: The United
States Trustee, including a request for a Statement of Position by
the United States Trustee, per Local Rule 2014-1(c); and all
scheduled creditors.
The Debtor respectfully asks that the Court grant the Ex Parte
Application in its entirety and enter an Order: setting the hearing
on the Sale Motion for April 15, 2021 at 10:00 a.m.; providing that
any opposition to the Sale Motion may be submitted by April 5,
2021; providing that any reply to any opposition to the Sale Motion
may be made by April 12, 2021; and directing the Debtor to serve
notice of the entry of the order approving the Ex Parte Application
and the Sale Motion, with its accompanying Notice of Motion and
Hearing, as set forth in the Ex Parte Application.
A copy of the Agreement is available at
https://tinyurl.com/536kaapd from PacerMonitor.com free of charge.
About Jet Real Estate Group
Jet Real Estate Group, LLC sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No.
20-05584) on Nov. 11, 2020 listing under $1 million in both assets
and liabilities. Benjamin Carson at Benjamin Carson Law Office
serves as the Debtor's counsel.
JET REAL ESTATE: Zambon Buying Del Mar Property for $1.6 Million
----------------------------------------------------------------
Jet Real Estate Group, LLC, asks the U.S. Bankruptcy Court for the
Southern District of California to authorize the sale of the real
property located at 12994 Via Esperia, in Del Mar, California,
Parcel Number 3010922600, to Brent Zambon for $1.6 million.
A hearing on the Motion is set for April 15, 2021, at 10:00 a.m.
The Property is undeveloped land in Del Mar, with a beachfront
view, zoned exclusively for a single residential unit. The Debtor
owns a Coastal Permit on the Property, and a Building Permit is
pending. Construction on the Property may commence as soon as the
Building Permit issues.
The Hall Family Trust recorded the first lien on the Property, for
$591,000, on May 5, 2018. The Debtor used the mortgage loan
corresponding to this lien to help purchase the Property. The
amount owed remaining on this loan is disputed.
Tom Farley was the original owner of the Property. As part of his
agreement to sell the Property to Debtor, Mr. Farley agreed to make
a secured carry back loan to Debtor of $200,000. Mr. Farley also
recorded his lien on or about May 5, 2018, subordinate to the
Trust's First Lien. The amount still owed to Mr. Farley is
approximately $200,000.
The Trust recorded a second lien on the Property, for $109,000 and
on March 11, 2019. The amount owed remaining on this lien is
disputed. Despite Trust's prior claims to the contrary, this lien
is subordinate to Tom Farley's.
The San Diego County Treasurer-Tax Collector filed a proof of claim
for $11,591.70 covering property taxes assessed on the Property for
tax year 2020. This tax lien is the fourth and final lien on the
Property, and Debtor does not dispute the amount associated with
it.
The Trust may be liable to the Debtor for more than the value of
its collective liens but for this purpose, the Debtor proposes to
pay $525,000 immediately with respect to the total $700,000 loaned,
payable out of the sale proceeds. In its proof of claim (Claim 2),
Trust claims it is owed $846,349.31. The Debtor disputes the
remaining $346,349.31 on grounds that will be more fully laid out
in an Objection to Claim the Debtor will file before the Sale
Hearing. The Debtor requests that the Court sets aside this
disputed amount to be distributed only after the Court has ruled on
its pending Objection to Claim 2.
Mr. Scarbrough, the Debtor's Sole Member, and Mr. Weber, the
Debtor's Co-Manager, have been actively marketing the Property
during the pendency of this case and for over a year before the
Petition Date. The Debtor listed the Property through multiple
real estate listing services and has taken approximately 4-5 phone
calls per month regarding the Property since the Petition Date.
Mr. Scarbrough and Mr. Weber have also conducted multiple tours of
the Property with potential buyers. The Debtor has not employed
brokers to market the Property.
The Debtor received three written offers to purchase the Property
and two offers to finance the Property. It also discussed multiple
proposals verbally with potential buyers and financers, before
settling on the offer now before the Court.
The Debtor has determined that it is in the best interest of the
Estate to proceed with the sale of the Property to the Buyer for
the sum of $1.6 million. The Buyer will also contribute $30,000
for paying the Debtor's largest unsecured creditor, JP Morgan Chase
Bank, in a manner approved by the Court. The Motion asks approval
for the Debtor to sell the Property on substantially the terms and
conditions set forth in the Sale Agreement, which reflects the
material terms agreed to between the Buyer and the Debtor. The
Debtor and the Buyer may agree on minor, non-material changes to
the Sale Agreement before the hearing on the Motion.
The Debtor proposes to sell the Property free and clear of all
claims, liens, and interests with such claims, liens, and interests
-- to the extent not paid through escrow -- to attach to the
proceeds of the sale.
The Debtor is a single-member LLC and a disregarded entity for tax
purposes. It is unaware of any tax liability to the Estate
resulting from the sale of the Property.
Given the notice and full opportunity to object and respond
presented by the Motion, the Debtor believes that it is appropriate
and good cause exists for the Court to order that Bankruptcy Rule
6004(h) is not applicable, and the Property may be sold
immediately. Accordingly, it asks that the Court authorizes the
terms of the Sale Agreement to be effectuated immediately upon
entry of the order approving the Motion.
A copy of the Agreement is available at
https://tinyurl.com/wcn8sye7 from PacerMonitor.com free of charge.
About Jet Real Estate Group
Jet Real Estate Group, LLC sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No.
20-05584) on Nov. 11, 2020 listing under $1 million in both assets
and liabilities. Benjamin Carson at Benjamin Carson Law Office
serves as the Debtor's counsel.
JUSTICE OIL: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Justice Oil & Gas, LLC
510 South Gillette Ave.
Gillette, WY 82716
Business Description: Justice Oil & Gas, LLC is a privately held
company in the oil and gas extraction
industry.
Chapter 11 Petition Date: March 24, 2021
Court: United States Bankruptcy Court
District of Wyoming
Case No.: 21-20102
Debtor's Counsel: Keith M. Aurzada, Esq.
REED SMITH LLP
2850 N. Harwood St., Suite 1500
Dallas, TX 75201
Tel: +1 469 680 4211
Tel: 469-680-4200
Fax: 469-680-4299
Email: kaurzada@reedsmith.com
Total Assets: $629,609
Estimated Liabilities: $1 million to $10 million
The petition was signed by Thomas R. Wright, as managing member of
Rawhide Resources, LLC, the managing member of Justice Oil & Gas,
LLC.
A copy of the petition containing, among other items, a list of the
Debtor's 30 largest unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/LMCRXKA/Justice_Oil__Gas_LLC__wybke-21-20102__0001.0.pdf?mcid=tGE4TAMA
KNOTEL INC: $70 Million Sale of All Assets to Digiatech Approved
----------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware authorized Knotel, Inc., and its affiliates to sell
substantially all assets to Digiatech, LLC, or its designee for $70
million, free and clear of all obligations, Liabilities and
Encumbrances.
The Stalking Horse Agreement and the Transaction Documents,
including, in each case, any amendments, supplements and
modifications thereto, and all of the terms and conditions thereof,
are approved as set forth in the Order. The Stalking Horse
Agreement is deemed amended to clarify that Section 2.01 of the
Stalking Horse Agreement does not include as Purchased Assets
customer retainers or deposits (if any) in connection with rejected
executory contracts and unexpired leases and any contracts
terminated or expired prior to the Petition Date.
The Debtors are authorized and directed to transfer the Purchased
Assets and Assumed Liabilities, including but not limited to the
Assigned Contracts, to the Buyer on the Closing Date in accordance
with the Stalking Horse Agreement and Transaction Documents.
Notwithstanding anything to the contrary contained in the Order or
the Stalking Horse Agreement, the Buyer and Debtors have agreed to
enter into a transition services agreement to facilitate certain
post-closing transactions and the orderly wind down of the Debtors'
estates. The Transition Services Agreement will be in a form
agreed to by the Debtors, the Buyer and the Committee, and filed
with the Court by the Closing Date. The Debtors are uthorized and
empowered to (i) enter into the Transition Services Agreement
substantially in the form filed with the Court on March, 19, 2021,
and subject to the U.S. Trustee raising any objection thereto in
advance of the hearing set for March 23, 2021 at 10:30 a.m. (ET),
and (ii) appoint a responsible officer as agreed to by and between
the Committee and Debtors for certain post-closing transactions and
the orderly wind down of the Debtors' estates.
The Debtors' assumption, assignment and transfer to the Buyer of
the Assigned Contracts is authorized and approved in full.
Notwithstanding anything to the contrary in the Sale Order or the
Stalking Horse Agreement, the Debtors will continue to timely
perform all obligations under non-residential real property leases
until such leases are assumed and assigned or rejected, as required
by section 365(d)(3) of the Bankruptcy Code.
Notwithstanding anything to the contrary in the Stalking Horse
Agreement or the Sale Order, the Buyer's interest in security
deposits held by the Debtors' landlords, as part of the Purchased
Assets, will be limited to the proceeds, if any, of such security
deposits the Debtors may be entitled to following the applicable
landlord's application of its security deposit(s) in accordance
with the lease and applicable law.
Pursuant to Bankruptcy Rules 6004(h), 6006(d), 7062, and 9014, the
Sale Order will not be stayed after its entry, but will be
effective and enforceable immediately upon entry, and the stays
provided in Bankruptcy Rules 6004(h) and 6006(d) are expressly
waived and will not apply. Accordingly, the Debtors are authorized
and empowered to close the Sale and Transaction immediately upon
entry of the Sale Order.
Except as stated on the record at the Sale Hearing with respect to
that certain Office Lease between landlord Merchants Exchange
Building LLC and debtor 465 California St SF LLC, the Buyer will
not be required, pursuant to section 365(1) of the Bankruptcy Code
or otherwise, to provide any additional deposit or security with
respect to any of the Assigned Contracts to the extent not
previously provided by the Debtors.
All time periods set forth in the Sale Order will be calculated in
accordance with Bankruptcy Rule 9006(a).
Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), the Sale
Order will be effective and enforceable immediately upon entry and
its provisions will be self-executing. In the absence of any
entity obtaining a stay pending appeal, the Debtors and the Buyer
are free to close the Transaction under the Stalking Horse
Agreement at any time pursuant to the terms thereof.
A copy of the Agreement is available at
https://tinyurl.com/28us9dym from PacerMonitor.com free of charge.
About Knotel Inc.
Knotel -- http://www.Knotel.com/-- is a flexible workspace
platform that matches, tailors, and manages space for customers.
New York-based Knotel offers workspace properties such as desks,
open, and private spaces on rent for companies in 20 global
markets. In the U.S., Knotel primarily serves in the New York
City
and San Francisco areas.
Knotel, founded in 2015, raised hundreds of millions of dollars
from investors. It expanded rapidly for years and was one of the
more aggressive competitors in the co-working and flexible office
space sector, becoming one of WeWork's fiercest rival.
As the COVID-19 pandemic upended the co-working industry, Knotel,
Inc., and its U.S. subsidiaries sought Chapter 11 protection
(Bankr. D. Del. Case No. 21-10146) on Jan. 30, 2021, to pursue a
sale of the assets to Newmark Group.
Knotel estimated $1 billion to $10 billion in assets and
liabilities as of the bankruptcy filing.
Morris, Nichols, Arsht & Tunnell LLP is serving as the Company's
counsel. Moelis & Company is the investment banker. Omni Agent
Solutions is the claims agent.
LARRY FREDERICK: $2.22-Mil. Sale of Martinsburg Properties Approved
-------------------------------------------------------------------
Judge Jeffrey A. Deller of the U.S. Bankruptcy Court for the
Western District of Pennsylvania authorized the proposed private
sale by Larry Frederick and Sharon Frederick to Eric and Jennifer
Frederick for $2.22 million of the following:
A. parcels of real property along with the improvements
and any buildings or structures located thereon: (i) an
approximately 161-acre parcel located at, and commonly known as,
1098 Frederick Road, in Martinsburg, Pennsylvania 16662, and
identified as Blair County Map Number: 20.00-09..-009.00-000; (ii)
an approximately 66-acre parcel located at, and commonly known as,
1219 Frederick Road, in Martinsburg, Pennsylvania 16662, and
identified as Blair County Map Number: 20.00-09..-008.00-000; and
B. all of the Debtors' personal property used in
connection with the operation of the dairy farm, including
livestock as of the closing date; crops and seeds; and all of the
Debtors' farming equipment as of the closing date.
The sale is free and divested of the liens. The liens, claims and
interests of all the Respondents with the exception of Growmark FS,
LLC and FS Financial Services, LLC, including, but not limited to
M&T Bank; The United States of America Farm Service Agency;
Cargill, Inc.; Susquehanna Commercial Finance, Inc.; Growmark FS,
LLC; FS Financial Services, LLC; Wells Fargo Vendor Financial
Services, LLC; Blair County Tax Claim Bureau; The Pennsylvania
Department of Revenue, and The Internal Revenue Service, be, and
they are, divested from the property being sold, and if and to the
extent they may be determined to be valid liens against the sold
property, transferred to the proceeds of sale, and that the sale
will be free, clear and clear and divested of said liens, claims
and interests, except for the lien of Growmark on the personal
property sold to the Purchaser.
Per the Stipulation and Consent Order Resolving Limited Objection
to Joint Debtors' Motion for Sale of Real Property and Personal
Property Free and Clear of All Liens, Claims and Encumbrances, the
terms of which are incorporated into the Order, Growmark's lien in
the personal property will remain in the amount of $65,000, which
will be paid to Growmark by Eric and Jennifer Frederick in 65 equal
monthly payments of $1,000 per month at 0% interest.
After due notice to the claimants, lien creditors, and interest
holders, and no objection on their parts having been made or, if
made, resolved/overruled, the incidental and related costs of sale
will be paid in in advance of any distribution to said lien
creditors.
The applicable real estate taxes and ordinary closing costs and
municipal lien claims, will immediately be paid at closing.
Failure of the closing agent to timely make disbursement required
by the Order will subject the closing agent to monetary sanctions
after notice and hearing.
In accordance with the Growmark Stipulation, Growmark will
immediately be paid $55,000 at closing.
In accordance with the Stipulation and Consent Order Settling
Contested Matters Between the Debtors and M&T Bank and Establishing
Asset Sale Process, the terms of which are incorporated into the
Order, FSA and then M&T Bank will immediately be paid at closing
the remaining cash sale proceeds (after the $55,000 payment to
Growmark and the incidental and related costs of sale) up to the
full amount of their allowed secured claims on the assets being
sold.
The Movant will serve a copy of the Order on each Respondent (i.e.,
each party against whom relief is sought) and its attorney of
record, if any, upon any attorney or party who answered the motion
or appeared at the hearing, the attorney for the Debtor, the
purchaser, and the attorney for the Purchaser, if any, and file a
certificate of service.
The closing will occur within 30 days of the Order and the Movant
will file a Report of Sale within seven days following closing.
Larry Frederick and Sharon Frederick sought Chapter 11 protection
(Bankr. W.D. Pa. Case No. 18-70870) on Dec. 20, 2018. The Debtors
tapped Robert O. Lampl, Esq., at Robert O. Lampl Law Office as
counsel. On Jan. 20, 2021, the Court approved Juniata Realty as
the Debtors' Real Estate Broker.
LARRY FREDERICK: Private Sale of Cove Lane for $900K Confirmed
--------------------------------------------------------------
Judge Jeffrey A. Deller of the U.S. Bankruptcy Court for the
Western District of Pennsylvania confirmed the proposed private
sale by Larry Frederick and Sharon Frederick of the property
referred to as "Cove Lane" which is an approximately 59.94-acre
parcel identified as Blair County Tax Parcel No. 20.000-12-001.00,
to Mark and Megan Frederick for $900,000.
A Zoom Hearing on the Motion was held on March 16, 2021.
The sale is free and divested of the liens. The liens, claims and
interests of all the Respondents, including, but not limited to M&T
Bank; The United States of America Farm Service Agency; Cargill,
Inc.; Susquehanna Commercial Finance, Inc.; Growmark FS, LLC; FS
Financial Services, LLC; Wells Fargo Vendor Financial Services,
LLC; Blair County Tax Claim Bureau; The Pennsylvania Department of
Revenue, and The Internal Revenue Service, be, and they are,
divested from the property being sold, and if and to the extent
they may be determined to be valid liens against the sold property,
transferred to the proceeds of sale, and the sale will be free,
clear and clear and divested of said liens, claims and interests.
After due notice to the claimants, lien creditors, and interest
holders, and no objection on their parts having been made or, if
made, resolved/overruled, the incidental and related costs of sale
will be paid in in advance of any distribution to said lien
creditors.
The applicable real estate taxes and ordinary closing costs and
municipal lien claims, will immediately be paid at closing.
Failure of the closing agent to timely make disbursement required
by the Order will subject the closing agent to monetary sanctions
after notice and hearing.
In accordance with the Stipulation and Consent Order Settling
Contested Matters Between the Debtors and M&T Bank and Establishing
Asset Sale Process, M&T Bank will immediately be paid at closing
the remaining proceeds of sale up to the full amount of its allowed
secured claims on the assets being sold.
The Movant will serve a copy of the Order on each Respondent (i.e.,
each party against whom relief is sought) and its attorney of
record, if any, upon any attorney or party who answered the motion
or appeared at the hearing, the attorney for the Debtor, the
purchaser, and the attorney for the Purchaser, if any, and file a
certificate of service.
The closing will occur within 30 days of the Order and the Movant
will file a Report of Sale within seven days following closing.
Larry Frederick and Sharon Frederick sought Chapter 11 protection
(Bankr. W.D. Pa. Case No. 18-70870) on Dec. 20, 2018. The Debtors
tapped Robert O. Lampl, Esq., at Robert O. Lampl Law Office as
counsel. On Jan. 20, 2021, the Court approved Juniata Realty as
the Debtors' Real Estate Broker.
LATAM AIRLINES: Taps Boston Consulting as Strategic Advisor
-----------------------------------------------------------
LATAM Airlines Group S.A., and its affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of New York to
employ The Boston Consulting Group, Inc., and The Boston Consulting
Group UK LLP as strategic advisors.
The firm will provide these services:
a. provide independent and objective external support to update
the Debtors' five-year business plan and assist in refinement of
the plan;
b. build up to three independent scenarios of five-year demand
recovery using the firm's propriety data and research, consumer
sentiment, booking trends, macro forecasts, public competitive
information and existing Debtors' data;
c. build communications materials as needed or requested by the
Debtors; and
d. provide testimony, to the extent requested by the Debtors
before the court.
The firm will be paid a fixed fee of $500,000 for six weeks of work
and will be reimbursed for out-of-pocket expenses incurred.
Jason Guggenheim, managing director and senior partner at The
Boston Consulting Group, disclosed in a court filing that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached at:
Jason Guggenheim
The Boston Consulting Group, Inc.
1075 Peachtree Street, NE, Suite 3800
Atlanta, GA 30309
Tel: (404) 877-5200
About LATAM Airlines Group
LATAM Airlines Group S.A. -- http://www.latam.com/-- is a
pan-Latin American airline holding company involved in the
transportation of passengers and cargo and operates as one unified
business enterprise. It is the largest passenger airline in South
America.
Before the onset of the COVID-19 pandemic, LATAM offered passenger
transport services to 145 different destinations in 26 countries,
including domestic flights in Argentina, Brazil, Chile, Colombia,
Ecuador and Peru, and international services within Latin America
as well as to Europe, the United States, the Caribbean, Oceania,
Asia and Africa.
LATAM and its 28 affiliates sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 20-11254) on May 25, 2020. Affiliates in
Chile, Peru, Colombia, Ecuador and the United States are part of
the Chapter 11 filing.
The Debtors disclosed $21,087,806,000 in total assets and
$17,958,629,000 in total liabilities as of Dec. 31, 2019.
The Hon. James L. Garrity, Jr., is the case judge.
The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as general
bankruptcy counsel; FTI Consulting as restructuring advisor; and
Togut, Segal & Segal LLP and Claro & Cia in Chile as special
counsel. Lee Brock Camargo Advogados is the Debtors' local
Brazilian litigation counsel. Prime Clerk LLC is the claims
agent.
The official committee of unsecured creditors formed in the case
tapped Dechert LLP as its bankruptcy counsel, Klestadt Winters
Jureller Southard & Stevens, LLP as conflicts counsel, UBS
Securities LLC as investment banker, and Conway MacKenzie, LLC as
financial advisor. Ferro Castro Neves Daltro & Gomide Advogados,
is the committee's Brazilian counsel.
The Ad Hoc Group of LATAM Bondholders tapped White & Case LLP as
counsel.
LD HOLDINGS: Moody's Affirms B1 CFR on Improved Profitability
-------------------------------------------------------------
Moody's Investors Service has affirmed the B1 corporate family
rating of LD Holdings Group, LLC (loanDepot) and its B2 senior
unsecured bond rating. In addition, Moody's has assigned a B2
senior unsecured bond rating to the company's announced $500
million unsecured debt issuance maturing 2028. The outlook remains
positive.
Assignments:
Issuer: LD Holdings Group, LLC
$500M Backed Senior Unsecured Regular Bond/Debenture, Assigned B2
Affirmations:
Issuer: LD Holdings Group, LLC
Corporate Family Rating, Affirmed B1
Backed Senior Unsecured Regular Bond/Debenture, Affirmed B2
Outlook Actions:
Issuer: LD Holdings Group, LLC
Outlook, Remains Positive
RATINGS RATIONALE
The B1 corporate family rating reflects loanDepot's solid franchise
in the US residential mortgage market as a top ten originator and
top retail originator with a strong focus on technology. The
company's profitability improved materially in 2020 with the
increase in market origination volumes, as a result of the decline
in interest rates, and elevated gain-on-sale margins driven by
industry capacity constraints. Moody's expects the company's
profitability to remain strong in 2021 but lower than in the
previous year, as origination volumes and gain-on-sale margins
decline.
With the company's constrained profitability over the last several
years, as origination volumes grew, its capitalization level
declined as demonstrated by the ratio of tangible common equity
(TCE) to adjusted tangible managed assets (TMA, which excludes the
Ginnie Mae loans eligible from repurchase from the capital ratio)
falling to around 8% as of year-end 2019, from around 15% prior to
2017. With the very strong profitability in recent months,
loanDepot's capitalization has increased with the capital ratio
increasing to around 17% as of year-end 2020. The company plans to
pay a special dividend with a portion of the proceeds from the bond
offering, which will modestly reduce its TCE to TMA ratio, a credit
negative. However, Moody's expects capitalization to improve over
the coming quarters driven by solid profitability.
Like most non-depository mortgage banking companies, loanDepot
relies on short-term secured repurchase facilities to fund its
mortgage originations. As a result, almost all of its mortgage
loans are encumbered by the repurchase facilities, limiting its
ability to access alternative funding sources. However, the firm's
liquidity is aided by a number of factors, including that virtually
all originations are government and agency loans which typically
remain liquid even during periods of market stress, as well as the
company continuing to increase the tenor on a number of its
warehouse facilities beyond 364 days.
In February 2021, loanDepot, Inc., the parent of LD Holdings Group,
loanDepot, Inc., completed its initial public equity offering
(IPO). Moody's considers the IPO as a credit positive development
for its creditors because of the additional disclosure and market
discipline associated with being a public company.
The B2 long-term senior unsecured loan rating assigned to loanDepot
is based on the application of Moody's Loss Given Default for
Speculative-Grade Companies methodology and model, and is
reflective of its priority ranking in loanDepot's capital
structure.
The positive outlook reflects Moody's expectation that the
profitability will continue to be strong over the next 12-18
months, which will result in capitalization to increase. Once the
refinance boom recedes, Moody's expects the company will be able to
continue generating solid profitability with net income to assets
of 3.5% or more, and tangible common equity to tangible assets of
around 20%.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company maintains solid
profitability with pre-tax income excluding mortgage servicing
rights fair value marks remaining above 3.5% and the TCE to TMA
ratio remains above 17.5%, while demonstrating resilient franchise
strength as a top 10 US mortgage originator. Achieving greater
funding diversification as well as continuing to increase its
utilization of two-year and longer warehouse facilities, would also
be positive for the ratings.
In addition, loanDepot's unsecured bond rating could be upgraded by
one notch if Moody's expects the ratio of unsecured debt to total
corporate debt to remain above 80%.
The positive outlook indicates that rating downgrades are unlikely
over the next 12-18 months. However, the ratings could be
downgraded if financial performance deteriorates - for example, if
Moody's expects the company to be unable to consistently maintain
net income to assets above 2%, or if leverage increases such that
the company's TCE to TMA ratio falls and Moody's expects it to
remain below 13.5%.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
LE TOTE: Court Okays Lord & Taylor's Business Wind Down
-------------------------------------------------------
Alex Wolf of Bloomberg Law reports that Lord & Taylor's bankrupt
owner won court approval to wind down its business, ending a nearly
200-year run for what had been the oldest department store in the
U.S.
Le Tote Inc. has enough support to confirm its Chapter 11 plan,
despite losing the support of unsecured creditors, Judge Keith L.
Phillips of the U.S. Bankruptcy Court for the Eastern District of
Virginia said Wednesday, March 24, 2021. A member of the voting
class had balked at the underperformance of store liquidation
sales, resulting in a lower recovery than previously projected.
About Le Tote Inc.
Le Tote, Inc., and its affiliates operate both an online,
subscription-based clothing rental service and a full-service
fashion retailer with 38 brick-and-mortar locations and a robust
e-commerce platform. In response to the COVID-19 pandemic, Le Tote
temporarily closed all retail locations in March 2020, although
they continue to operate the Le Tote and Lord & Taylor websites.
Lord & Taylor LLC -- http://www.lordandtaylor.com/-- is a New
York-based luxury department store that offers luxury products or
women such as belts, shoes, clothes, handbags as well as
accessories. Founded in 1826, the oldest department store in the
country grew to beyond 50 locations and 66,000 employees
nationwide. The chain had 38 stores that were in operation before
the Covid-19 outbreak.
Lord & Taylor's parent Le Tote and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case
No. 20-33332) on Aug. 2, 2020. At the time of the filing, Debtors
disclosed assets of between $100 million and $500 million and
liabilities of the same range.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as their legal counsel, Kutak Rock LLP as local
counsel, Berkeley Research LLC as financial advisor, and Nfluence
Partners as investment banker. Stretto is the notice, claims and
balloting agent and administrative advisor.
LEGENDS GOLF: Trustee's $2M Sale of Assets to Winter Garden Okayed
------------------------------------------------------------------
Judge Lori V. Vaughn of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Jason A. Burgess, Subchapter V
Trustee for Legends Golf Orlando LLC, to sell all the assets, real
and personal property, described in Exhibit A and Schedule A, to
The City of Winter Garden for $2 million, cash.
The sale is free and clear of all liens, claims, and encumbrances.
Upon payment of the sale proceeds, The City of Winter Garden will
take title to and possession of the Property free and clear of all
liens, claims, and encumbrances subject to the existing liens being
paid from the closing proceeds as outlined in the Motion.
The sale proceeds will automatically transfer, affix, and attach to
all valid claims, liens, or encumbrances, and will be used to pay
off all secured creditors at closing, including but not limited to
payment in full of the claims of Stoneybrook West GC Property, LLC
that exist as of, through and including the date of the closing of
the sale, and the Orange County Tax Collector and closing costs,
including $1,500.00 to Bernard & Schemer, P.A. as escrow agent.
All remaining net proceeds after secured creditors and all closing
costs will be paid as outlined in the Order.
The net proceeds will be used to pay Fisher Auction Company their
$60,000 fee and $7,500 for their actual marketing costs along with
amounts due and owing to the Subchapter V Trustee as approved by
the Court.
Any remaining proceeds after payment of the above will be issued to
Jason A. Burgess as Subchapter V Trustee of Legends Golf Orlando,
LLC and placed in an estate bank account to be used consistent with
a Chapter 11 Plan or further Court order.
Burgess as Subchapter V Trustee has authority to execute any and
all documents to finalize any of the above terms and to close the
sale.
The Debtor will cooperate with any reasonable request of the
Trustee to finalize the Order and related sale.
The Subchapter V Trustee will file a copy of the closing statement
on the docket within 10 days of the closing taking place.
About Legends Golf Orlando
Legends Golf Orlando, LLC -- https://www.golfsbw.com/ -- owns and
operates a golf course in Clermont, Fla.
Legends Golf Orlando sought Chapter 11 protection (Bankr. M.D.
Fla.
Case No. 20-04460) on Aug. 7, 2020. Miguel Angel Vidal, managing
member, signed the petition. At the time of the filing, Debtor
had
estimated assets of between $1 million and $10 million and
liabilities of the same range.
The Debtor tapped Bartolone Law, PLLC as its legal counsel and
Accounting Center of Orlando, LLC and Lighthouse Tax Accounting
and
Valuation, Inc. as its accountant.
Jason A. Burgess was appointed as Chapter 11, Subchapter V
trustee,
in the Debtor's case on Aug. 10, 2020. The trustee is represented
by his own firm, The Law Offices of Jason A. Burgess, LLC.
LIONS GATE: Moody's Assigns B3 Rating to $1BB Unsecured Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Lions Gate
Entertainment Corp's (Lionsgate) wholly owned US subsidiary, Lions
Gate Capital Holdings LLC's (Lionsgate Capital) offering of $1.0
billion senior unsecured notes due 2029. Proceeds will be used to
redeem the existing senior unsecured notes ($546 million and $519
million both due 2024). Since the transaction is largely
leverage-neutral and there is no material change in the company's
capital structure, Lionsgate's B1 CFR, its SGL-2 Speculative Grade
Liquidity rating and Lionsgate Capital's existing security ratings
are unaffected. Lionsgate's rating outlook remains stable.
Assignments:
Issuer: Lions Gate Capital Holdings LLC
Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5)
RATINGS RATIONALE
Lions Gate Entertainment Corp.'s B1 CFR reflects the company's
position as a global content leader among motion picture and
television studios with its Starz premium pay TV network and a
growing global direct-to consumer television platform, its film and
television production and distribution businesses, and its large
library of nearly 17,000 motion picture titles and television
programs. It also reflects high Moody's adjusted leverage of 5.9x
(7.9x cash leverage) with an expectation that leverage will
increase further during the upcoming fiscal year due to lingering
economic disruptions in the motion picture industry caused by the
Covid-19 pandemic as well as the company's planned increase in
content spending to support the expansion of its Starz platform
internationally.
Following the increase in debt due to the company's acquisition of
Starz, LLC ("Starz") in December 2016 and settling of the Starz
acquisition dissenter equity claims in early 2019, along with
investments in Starz International, leverage became elevated.
Moody's believe Lionsgate will be positioned to accelerate its
focus on further reducing its leverage once Starz International
becomes cash positive, which Moody's expect by the end of fiscal
2023. The credit profile reflects the strength and diversity of the
company's segments but is constrained by the volatility and
exposure that remains in the film business.
The company has performed better than expected this year during the
Covid-19 pandemic as it has benefited from strong library content
demand and is becoming in effect an "arms dealer" to the multitude
of streaming platforms. Starz OTT subscription growth also
outperformed and helped mitigate declines in linear revenues as the
company transitions from fixed pay network packages to a carte.
Also, the company has been adapting and increasing its cost control
efforts in the current environment and Moody's expect leverage will
improve to under 5x by fiscal 2023 or sooner if the company raises
equity, as it has publicly contemplated, against specific assets
that include its international Starz business, in order to reduce
debt more quickly. The expiration of the Starz fixed rate bundled
premium Pay TV carriage deal with Comcast was a recurring revenue
loss, but Moody's believe the company will be successful in
continuing to mitigate the decrease in future revenues as it
transitions its Starz revenue composition more towards an a la
carte model with Comcast and more importantly, grows its
international direct to consumer business.
With regards to Moody's ESG framework, environmental and social
risks are usually not a key credit factor for companies in the
motion picture business. However, with the recent spread of the
coronavirus and subsequent movie theater closures across the
country, Moody's view this as a social risk and expect it to create
delays in film releases and revenues until the threat of the spread
has subsided. On the other hand, the company has had success with
recent film releases using PVOD and other hybrid distribution
models. Other social risks for Lions Gate can include the event of
a data breach, where intellectual property and other internal types
of sensitive records could be subject to legal or reputational
issues. However, management monitors its social risks closely,
including data protection, and workforce resource planning. Lions
Gate Entertainment Corp. is a public company with a financial
policy that allows for elevated leverage in periods of content
investment. Lions Gate's leverage profile is higher than that of
most other media companies at the B1 rating level and its
willingness to operate with higher leverage represents an
aggressive financial policy. However, Moody's believe that the
company intends to reduce leverage and sustain it under 4.0x (with
Moody's adjustments) over the long-term. The company does not have
financial flexibility for debt financed acquisitions or shareholder
returns within its B1 rating as long as leverage remains elevated.
The SGL-2 rating reflects our expectation that the company will
generate low, but positive cash flows during the next 12 months as
it experiences continuing disruptions due to Covid-19 and increases
its content spend in connection with the expansion of Starz. As of
December 31, 2020, the company had approximately $550 million of
cash on its balance sheet. Moody's expect FCF to decline from our
estimate of around $125 - 150 million in fiscal year 2021 to around
$50 - $100 million in fiscal year 2022 due to increased costs for
film and TV production. Use of excess cash on the balance sheet to
further reduce either senior secured or senior unsecured debt to
improve leverage metrics would be generally viewed as credit
positive. Absent any change to the CFR, a material reduction of
solely the unsecured debt could result in ratings pressure on the
senior secured instruments due to less junior debt loss absorption.
However, if a similar amount of senior secured debt is repaid,
instrument ratings would likely remain unchanged. The company's
liquidity profile is supported by a sizeable revolver with a
capacity of $1.5 billion, which is currently undrawn. Moody's
anticipate that Lionsgate may occasionally rely on its revolver in
interim periods to fund film/television production costs. The new
credit facility has slightly relaxed its financial covenants from a
4.5x net first lien leverage covenant to 4.75x and 2.5x interest
coverage covenant to 2.25x. Moody's expect Lionsgate will remain in
compliance under both covenants over the next twelve months.
The stable outlook reflects our expectation that the company will
improve operating performance as the negative effects from the
coronavirus subsides and the motion picture business improves, and
it will apply its free cash flows and any potential non-core asset
sale proceeds towards debt repayment to reduce leverage. As of the
last twelve months ended December 31, 2020, Debt-to-EBITDA leverage
remains high for the B1 CFR but we expect that it will improve back
to under 5.0x towards over the next two years which will position
the company more in line with the B1 corporate family rating.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
As the company's rating is expected to be weakly positioned through
fiscal 2021, an upgrade is unlikely in the near term. The ratings
could be upgraded if management commits to more conservative
financial policies and leverage is sustained comfortably under
4.0x. The ratings could be downgraded if our expectation of the
company's ability or commitment towards debt reduction dissipates
such that leverage is expected to be sustained over 5.0x (with
Moody's standard adjustments). The rating could also be downgraded
if the company's liquidity position comes under pressure, or cash
flow generation does not improve following the company's increased
period of content spending and marketing to expand its Starz
footprint.
Lionsgate, domiciled in British Columbia, Canada (with its
headquarters in Santa Monica, CA), is a vertically integrated next
generation global content leader with a diversified presence in
motion picture production and distribution, television programming
and syndication, premium pay television networks, home
entertainment, global distribution and sales, interactive ventures
and games and location-based entertainment. Annual revenues as of
LTM 12/31/2020 were roughly $3.3 billion.
The principal methodology used in this rating was Business and
Consumer Service Industry published in October 2016.
LTI HOLDINGS: Moody's Upgrades CFR to B3 on Robust Cash Flow
------------------------------------------------------------
Moody's Investors Service upgraded the ratings of LTI Holdings,
Inc. (Boyd) including the company's corporate family rating to B3
from Caa1, probability of default rating to B3-PD from Caa1-PD,
first lien secured debt ratings to B2 from B3, and second-lien
secured debt ratings to Caa2 from Caa3. The outlook has been
changed to stable.
The ratings upgrade largely reflects Boyd's liquidity which Moody's
expects will be sufficient to manage operating needs as well as
meet the remainder of the product liabilities obligations, with
more than $230 million of aggregate cash and revolver availability
at the end of 2020 and Moody's expectation for positive free cash
flow of $10-$15 million in 2021. Boyd must make another $10 million
of quarterly product liability payments throughout the remainder of
2021, and a final $20 million of payments in each of the first and
second quarters of 2022. Although Boyd has a highly leveraged
capital structure at this time, Moody's expects Boyd's financial
leverage will approach the low 6 times debt-to-EBITDA range at the
end of 2022 (all ratios are Moody's adjusted unless otherwise
stated).
"Boyd's liquidity has strengthened, but the remaining product
liability payments and large interest expense burden resulting from
more than $1.7 billion of debt on Boyd's balance sheet will
continue to soften what could have been more robust free cash
flow," said Brian Silver, a Moody's Vice-President and lead analyst
for Boyd.
"However, Boyd's first lien term loan matures in September 2025,
and profitability must improve sooner rather than later in order
for the company to successfully refinance its debt obligations.
When the product liability obligation is ultimately satisfied after
mid-2022, we anticipate a significant increase in cash flow that
will be further fueled by the footprint realignment and other cost
saving initiatives being undertaken, which should enable the
company to deleverage to a more sustainable level," continued
Silver.
RATINGS RATIONALE
LTI Holdings, Inc.'s (Boyd) ratings, including the B3 CFR, reflect
the company's highly leveraged capital structure and cash flow
headwinds that had resulted from a product quality issue with a
customer. Boyd's top-line growth will remain susceptible to a
material amount of variability from quarter to quarter, largely
driven by the timing and success of its key customer's product
launches, or lack thereof. Revenue pressure will develop if either
large customer product launches are delayed or their orders are
cancelled due to poor product acceptance in the marketplace.
Boyd also has some customer concentration with its top five
representing more than one-third of total revenue. In addition, the
company faces execution risk associated with its international
expansion, as well as its North American footprint realignment that
will span through at least the end of 2022. However, the global
footprint realignment, in addition to reducing labor costs will
also strengthen the company's ability to meet customer demand in
those regions. Boyd is also indirectly affected by trade tensions
ranging from customers losing market share to others facing
restrictions on the sale of certain products.
Boyd benefits from strong relationships with its key customers.
Boyd is often ingrained nature in their customer's respective
supply chains as a provider of typically low cost but often
critical products and Boyd's record of being able to supply those
parts at high volume. The company also generates solid EBITDA
margin resulting in part from the specialization and value-add of
its product offerings, which are often patented, customized, or
proprietary. Boyd has broad geographic diversity of customers and a
manufacturing footprint operating throughout the US, Europe and
Asia. Moody's also has a favorable long-term outlook for demand in
Boyd's end markets, and anticipates that liquidity will remain
adequate over the next twelve months.
Boyd will maintain adequate liquidity through 2021 supported by a
cash balance of $109 million at December 31, 2020 and access to an
undrawn $125 million revolving credit facility that expires in
September 2023. Boyd's liquidity has improved over the last few
quarters, but the company has a large annual interest expense
burden and ongoing product liability payments that must be made
through the first half of 2022. Moody's expects Boyd's free cash
flow generation to be limited at about $15 million for 2021.
Limiting free cash are the settlement obligations of $10 million
per quarter in 2021, and then $20 million for the first two
quarters of 2022.
Boyd has some social risk with a small number of unionized
employees at its manufacturing facilities in the US. The company
also has manufacturing facilities in China.
The company has limited environmental risk as it does not engage in
the processing of most of its raw materials, but it does generate
some wastewater from resurfacing that requires treatment to remove
contaminants. On the other hand, Boyd aims to create lightweight
thermal management and sealing solutions that contribute to trends
towards increasing fuel efficiency in aerospace and automobiles and
reducing carbon emissions.
Boyd has moderate to high corporate governance risk because the
company is PE owned and had been relatively aggressive with
acquisitions despite its high leverage. However, Boyd must still
contend with the remainder of the large product liability payment,
and some element of the problem was with weak controls at the
operating levels. Moody's believes that Boyd has stepped up its
controls, yet physical operations are widely spread and the
production processes are quite specialized. Moody's does not expect
the company to be acquisitive until a good portion of the product
liability payments have been made. If a large transaction were to
occur, Moody's would expect the company's sponsor to finance at
least a portion of the transaction, but even so the ratings could
face pressure.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Boyd is able to return to healthy
topline growth with no erosion in margins, debt-to-EBITDA declines
below 6 times with further deleveraging anticipated, and EBITDA
margins sustained in excess of 22%.
Alternatively, the ratings could be downgraded if Moody's believes
Boyd is not on the trajectory to reach the low 6 times
debt-to-EBITDA range by year end 2022, or if the company
experiences a deterioration in liquidity for any reason, likely
highlighted by increased revolver reliance. In addition, if
contracts from major customers erode, or if the company engages in
any material acquisitions prior to the company satisfying a
significant portion of the product liability, the ratings could
face pressure.
The following rating actions were taken:
Upgrades:
Issuer: LTI Holdings, Inc. (Boyd)
Corporate Family Rating, Upgraded to B3 from Caa1
Probability of Default Rating, Upgraded to B3-PD from Caa1-PD
Senior Secured 1st Lien Bank Credit Facility, Upgraded to B2
(LGD3) from B3 (LGD3)
Senior Secured 2nd Lien Bank Credit Facility, Upgraded to Caa2
(LGD5) from Caa3 (LGD5)
Outlook Actions:
Issuer: LTI Holdings, Inc. (Boyd)
Outlook, Changed To Stable From Positive
The principal methodology used in these ratings was Manufacturing
Methodology published in March 2020.
LTI Holdings, Inc. (Boyd Corporation) is a California-based
manufacturer of customized, precision products that provide thermal
management (prevent overheating) and environmental sealing (protect
from heat, moisture or radio-frequency) solutions to customers
serving a broad array of end markets including mobile electronics,
medical, and aerospace and defense among others. The company is
owned by funds affiliated with Goldman Sachs Merchant Banking. Boyd
generated revenue of roughly $1 billion for 2020.
MARRONE BIO: Incurs $20.2 Million Net Loss in 2020
--------------------------------------------------
Marrone Bio Innovations, Inc. filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a net
loss of $20.17 million on $38.37 million of total revenues for the
year ended Dec. 31, 2020, compared to a net loss of $37.17 million
on $29.37 million of total revenues for the year ended Dec. 31,
2019.
As of Dec. 31, 2020, the Company had $81.19 million in total
assets, $49.78 million in total liabilities, and $31.41 million in
total stockholders' equity.
The Company's historical operating results, including prior periods
of significant losses and negative use of operating cash flows
which may indicate probable substantial doubt exists related to the
Company's ability to continue as a going concern for the next 12
months from the date of issuance of these consolidated financial
statements. The Company believes that its existing cash and cash
equivalents at Dec. 31, 2020, together with expected revenues, cost
management and warrant exercises which have occurred subsequent to
Dec. 31, 2020, will be sufficient to fund operations as currently
planned through one year from the date of the issuance of these
consolidated financial statements and therefore has alleviated
doubts related to the Company's ability to continue as a going
concern.
Management Commentary
"We remain committed to our mission of rapidly advancing Marrone
Bio toward profitability, and the results this year supported this
objective," said Chief Executive Officer Kevin Helash. "The
dedication of our team, combined with the breadth and scope of our
product line and our international footprint, were key drivers of
our results in 2020."
"We expect this momentum to continue in 2021, with an ongoing focus
on expanding sales both through our existing product portfolio and
through potential strategic partnerships or acquisitions," Helash
added. "We intend to maintain operating expenses at 2020 levels,
plus inflation, while growing revenues in the mid-20% range, with
an annual target for gross margins in the mid-50% range."
"Looking forward, we expect a strong first half of the year, with
revenue growth in line with our annual revenue target.
Historically, our first quarter is one of our smaller quarters from
a sales perspective as the market prepares for the upcoming growing
season," he concluded.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/1441693/000149315221006648/form10-k.htm
About Marrone Bio Innovations
Based in Davis, California, Marrone Bio Innovations, Inc. --
http://www.marronebio.com-- discovers, develops and sells
innovative biological products for crop protection, plant health
and waterway systems treatment. MBI has screened over 18,000
microorganisms and 350 plant extracts, leveraging its in-depth
knowledge of plant and soil microbiomes enhanced by advanced
molecular technologies to rapidly develop seven effective and
environmentally responsible pest management products to help
customers operate more sustainably while uniquely improving plant
health and increasing crop yields. Supported by a robust portfolio
of over 400 issued and pending patents around its natural product
chemistry, MBI's currently available commercial products are
Regalia, Grandevo, Venerate, Majestene, Haven Stargus and
Amplitude, Zelto and Zequanox.
MED PARENTCO: Moody's Hikes CFR to B3 on Improved Performance
-------------------------------------------------------------
Moody's Investors Service upgraded MED ParentCo., LP.'s (MyEyeDr)
ratings, including the corporate family rating to B3 from Caa1,
probability of default rating to B3-PD from Caa1-PD, first lien
credit facilities ratings to B2 from B3 and second lien credit
facility rating to Caa2 from Caa3. MyEyeDr is issuing a proposed
$75 million incremental first lien term loan, which will be used
for general corporate purposes including future acquisitions. The
incremental term loan is rated B2, in line with the existing first
lien credit facilities ratings. The outlook remains stable.
The upgrades reflect MyEyeDr's improved operating performance as it
reopened the vast majority of its stores, and Moody's expectations
that these trends will continue, leading to significant earnings
recovery and adequate liquidity in 2021.
Moody's took the following rating actions for MED ParentCo., LP.:
Corporate Family Rating, Upgraded to B3 from Caa1
Probability of Default Rating, Upgraded to B3-PD from Caa1-PD
Senior Secured 1st Lien Bank Credit Facility, Upgraded to B2
(LGD3) from B3 (LGD3)
Senior Secured 2nd Lien Bank Credit Facility, Upgraded to Caa2
(LGD5) from Caa3 (LGD5)
Outlook, Remains Stable
RATINGS RATIONALE
MyEyeDr's B3 CFR is constrained by its small scale and governance
risks, specifically the company's aggressive debt-financed growth
strategy that is expected to result in continued high debt
leverage. Moody's expects lease-adjusted leverage to improve to
8.8x in 2021 from roughly 17x (pro-forma for the transaction, as of
LTM Q3 2020), reflecting a recovery from the coronavirus-driven
store closures and the run-rate impact of recent acquisitions.
Pro-forma for completed acquisitions and under letter of intent,
Moody's expects lease-adjusted debt/EBITDA to improve to 7.2x in
2021 and EBITA/interest expense to over 1.5x. The ratings also
incorporate financial strategy risks related to private equity
ownership, such as debt-financed dividend distributions. The
ratings also reflect Moody's view that while e-commerce penetration
in the optical retail sector will remain low, traditional optical
retailers will face margin and market share pressure over time from
growing online competition. In addition, as a retailer, MyEyeDr
needs to make ongoing investments in its brand and infrastructure,
as well as in social and environmental drivers including
responsible sourcing, product and supply sustainability, privacy
and data protection.
Nevertheless, the credit profile is supported by the company's
adequate liquidity over the next 12-18 months. The company will
have $262 million of cash and full availability of its $125 million
revolver pro-forma for the transaction, however Moody's expects
that a significant portion of liquidity will be used for
acquisitions over the course of 2021. The credit profile also
benefits from the recession-resilient and growing demand for
optometrist services and eyewear products due to aging demographics
and the growing prevalence of myopia. Further, the company's track
record of profitable growth through its roll-up strategy partially
mitigates the execution risk associated with acquisition-driven
expansion.
The stable outlook reflects Moody's expectations for adequate
liquidity, recovery in comparable sales and earnings performance,
and continued growth through acquisitions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if financial policies become less
aggressive, while the company maintains consistent organic revenue
growth, solid EBITDA margins and good liquidity. Quantitatively,
the ratings could be upgraded if Moody's-adjusted debt/EBITDA
trends towards 7 times including adjustments for the impact of
acquisitions, EBITA/interest expense is maintained above 1.5 times,
and FCF/debt is maintained above 5%.
The ratings could be downgraded if liquidity deteriorates for any
reason, including limited revolver availability. More aggressive
financial policies, declines in comparable sales performance or
lower returns on acquisition spending compared to prior years could
also lead to a downgrade. Quantitatively, the ratings could be
downgraded if Moody's expects EBITA/interest expense (including
pro-forma acquisition adjustments) to be maintained at or below 1
times.
MED ParentCo., LP. (MyEyeDr) provides management services to
MyEyeDr. O.D. optometrists and their practices. MyEyeDr practices
offer vision care services, prescription eyeglasses and sunglasses,
and contact lenses. As of September 30, 2020, the company operated
619 offices and generated approximately $749 million of trailing
twelve months revenue. MyEyeDr has been controlled by affiliates of
Goldman Sachs Merchant Banking Division since August 2019.
The principal methodology used in these ratings was Retail Industry
published in May 2018.
MERITAGE COMPANIES: C & N Buying North Ogden Property for $798K
---------------------------------------------------------------
Meritage Companies, LLC, asks the U.S. Bankruptcy Court for the
District of Arizona to authorize the Real Estate Purchase Contract
for Land dated July 19, 2019, along with its Addendums No. 1 and
2, regarding the sale of the real property legally described in
Exhibit A, and located approximately at the corner of 1700 North
and Washington Blvd., in North Ogden, Utah, containing 41,834
square feet or 0.960 acre more or less, to C & N North Ogden Two,
LLC, and/or its assigns, for $798,385.50 or $19.05/sq. ft., free
and clear of all liens, claims and interests.
The Debtor is a real estate developer of raw land in North Ogden,
Utah. The overall development is referred to as the "Village at
Prominence Point, which includes the development of various uses
(i.e. retail, apartments, and townhomes). Of the Village
Development, the southern portion is owned by the Debtor ("Debtor's
Development") and the northern portion by another entity NOC 1700,
LLC. The Property is located within the Debtor's Development.
As of the filing of its bankruptcy, the Debtor owned the Property.
The Debtor and the Purchaser have executed the Purchase Contract,
as the Debtor intends to sell the Property to the Purchaser and the
Purchaser wishes to purchase the same.
An appraisal of the Debtor's Development was completed on Aug. 26,
2019 by Albert L. Jaber, MAI of Real Estate Works located at 3351
East Elgin Drive, Salt Lake City, Utah 84109. The Appraisal is
broken into three separate valuations of the Debtor's Development,
assigning an "as completed" value to each. Valuation #3 of the
Appraisal (Parcel Nos: 11-014-0070 & 71) is inclusive of the
Property.
Valuation 3 appraised the real property at an "as completed" value
of $19.29 per square foot. The Property is presently not in an "as
completed" state, yet the sale price is almost what it would have
been if the Debtor had the funds to make the Property in a fully
"as completed" state. Parcel 3 on Valuation 3 contained 133,729
square feet and had a total as completed value of $2.58 million.
The sale contemplates a pad that is approximately 41,910 square
feet of the total, for a sale price at $19.05 per square foot for a
total purchase price of $798,385.50.
The Debtor has also obtained a Broker Price Opinion dated March 16,
2021 from Mike Fondario, Vice President of Operations for Berkshire
Hathaway Home Services ("BPO"). The BPO determined that $19 per
square foot is an appropriate and justifiable price for the
commercial retail pads.
To further support the Purchase Price, the Debtor has attached an
Oct. 7, 2019 appraisal by Rigby & Co., which valued a comparable
piece of real property in North Ogden, Utah. This property was
made up of 0.891 acres or 38,811.96 square feet, nearly identical
to the Property that is the subject of the Motion. The Rigby
Appraisal assigned a Site Value (the value of the real property and
not any buildings thereon) of $650,000 or $16.74 per square foot,
which is $2.31 per square foot less than the purchase price under
the Debtor's Purchase Contract, which likewise contemplates the
sale of real property without any buildings thereon.
It is important to note that the closing of the sale will be one of
the highest prices per square foot sales ever in North Ogden. In
addition to the purchase price being paid by the Purchaser, the
Purchaser is performing approximately $50,000 in site work that
would have otherwise been paid for by the Debtor. The Purchaser is
also giving the Debtor two signage easements on the pad that the
Purchaser is paying for. The net effect of the additional work and
signage easements has been estimated to add at a minimum $1 to
$1.25 per square foot to the deal.
The Debtor was previously subject to an escrow order in the Alaska
litigation, which would have caused the Debtor to need to set aside
approximately $100,000 of the sale proceeds for the sale of the
Property for the escrow that was previously established in the
Arizona Bankruptcy Court and already funded with $200,000. It had
obtained the consent of its lender to establish this set aside. It
had also obtained an order from the Alaska Superior Court to extend
the time to fund the escrow out of these sale proceeds.
Pursuant to that order, the Debtor needed to set aside the funds
within one week of closing of the sale of the Property, or by no
later than April 15, 2021. However, the Debtor, Barrett, and the
Gross parties reached a settlement of all claims between them,
which results in the Debtor no longer needing to fund this set
aside, so that the $100,000 of set aside funds will instead by used
for the Debtor's operating expenses and payment of its
administrative claims.
As set forth in the Purchase Contract, the purchase price for the
Property is $798,385.50 or $19.05/sq. ft. The Parties desire to
close the sale transaction prior to the Superior Court Deadline
even though the deadline should no longer be applicable under the
settlement reached with the Gross parties.
Of the Purchase Price, a $50,000 earnest money deposit was provided
by the Purchaser to escrow, which is nonrefundable, and the
remainder of the Purchase Price is to be paid at Closing. Taxes
and assessments, rents, utilities, ongoing contracts, association
fees, benefit plans, and other normal and recurring costs and
expenses related to the Property will be prorated as of 11:59 P.M.
on the day preceding Closing. Estimations of the Prorations will
come from title and will be circulated when the Debtor receives
these estimates.
The following amounts are secured by the Debtor's Development: (i)
MWR, with an outstanding balance of $8,223,665 plus accruing
interest; and Mountain Vista Trails, LLC ("MVT"), with an
outstanding balance of $1,806,030.52 plus accruing interest. MVT
has agreed it will receive nothing from these sale proceeds and
will release its lien.
The Property is one of the many parcels that make up the Debtor's
Development. Thus, the total outstanding secured balance for the
entire Debtor's Development does not represent the secured interest
attributable solely to the Property. MWR has agreed to release its
secured claims as to the Property for $550,000, and MVT will not be
paid anything from the sale transaction based on an agreed upon use
of sale proceeds. MWR has also agreed that while the entirety of
the sale proceeds is subject to its secured interest, the net sale
proceeds will be subject to carve outs as set forth in the
distribution analysis.
MWR has approved of three carve outs from the proceeds it would
otherwise be entitled. First, the Debtor seeks to apply a portion
of the proceeds to fund the administrative costs of its bankruptcy
in furtherance of a plan of reorganization for the benefit of the
Debtor's creditors. As such, there is a carve out for "Fees and
Costs to Meritage Companies, LLC"s counsel," in the amount of
$88,233.57, which will be retained in the Debtor's Counsel's trust
account and will only be transferred to the Debtor's Counsel's
operating account upon this Court's approval of the Debtor's
Counsel's fee application(s).
Second, there is also a carve out for "Meritage Companies, LLC
Staffing & Operating Expenses" in the amount of $88,233.57 relating
to the Debtor's operating expenses that need to be paid. Finally,
there is a carve out for "Przywojski, LLC," approved by the Court
as the Debtor's CPA for $20,066.84 to fund the fees it has incurred
providing services to the Debtor. This carve out will be retained
in Przywojski's trust account and will only be transferred to the
operating account upon the Court's approval of Przywojski's fee
application(s).
The Debtor has employed the assistance of the agent, Lori W. Lee of
Coldwell Banker Residential Brokerage-Ogden, in this transaction.
It is to pay a 6% total commission. The Debtor's Broker will
receive half of the commission (3%) and the Purchaser's agent (Adam
Hawkes) will receive the other half of the commission (3%) out of
the sale proceeds.
On Sept. 8, 2020 Robert Gross filed Proof of Claim #13 and his
entity, AK Meritage, LLC ("AKM"), filed Proof of Claim #14, both
being filed in Barrett's bankruptcy. Then on Sept. 28, 2020,
identical Proofs of Claim (#5 & #6) were filed in the Debtor'’s
bankruptcy. These Proofs of Claim are hereinafter collectively
referred to as the "Proofs of Claim." The Proofs of Claim have
been consistently disputed by the Debtor as grossly exaggerated and
unsecured. H owever, the parties reached a settlement on March 17,
2021 in a mediation before Judge Daniel P. Collins pursuant to
which Gross is to withdraw the Proofs of Claim entirely. Further,
Gross is not to pose any further objections in thie bankruptcy
process to the efforts of the Debtor, which would include the sale
transaction.
About Meritage Companies
Meritage Companies, LLC, a land developer in Wasilla, Alaska,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Ariz. Case No. 20-07718) on June 30, 2020. The petition was
signed by Jack A. Barrett, manager. At the time of the filing, the
Debtor had estimated assets of less than $50,000 and liabilities
of
between $10 million and $50 million. Judge Brenda K. Martin
oversees the case. Lamar D. Hawkins, Esq., at Guidant Law, PLC, is
the Debtor's legal counsel. David H. Bundy, Esq., of the Law
Office
of David H. Bundy, PC is tapped as special counsel.
MICHAEL F. RUPPE: Knust Buying Randolph Property for $720K Cash
---------------------------------------------------------------
Michael F. Ruppe asks the U.S. Bankruptcy Court for the District of
New Jersey to authorize the sale of the real property located at 75
Muskier Avenue, in Randolph, New Jersey, to Eleanor Ann Knust for
an all cash purchase price of $720,000.
A hearing on the Motion is set for April 13, 2021, at 10:00 a.m.
The Objection Deadline is April 6, 2021.
The Debtor's Plan proposed the sale of the Property. The Plan
required that the Property was to be listed for sale and that the
first and second mortgage holder would be satisfied from the sale
pursuant to a written payoff.
The Debtor is the sole owner of the real Property. The deed to the
Property is attached to the Certification of the Debtor. The
Property is a single-family, bi-level home in move-in condition,
comprised of four bedrooms and three bathrooms, and has remained
vacant since at least November 2020.
The Property is encumbered by a first mortgage lien held by Wells
Fargo Bank, N.A. in the amount of $243,501.41 (Proof of Claim No.
12 in the Claims Registry), and a second mortgage lien also held by
Wells Fargo in the amount of $270,432.33 (Proof of Claim No. 1 in
Claims Registry).
Realtor Robert Sivori from United Real Estate assisted the Debtor
with the sale of the Property. Based on the Comparative Market
Analysis ("CMA") the Property was valued between $715,000 and
$725,000 in "as is" condition due to the exterior of the house.
The Property was listed for sale on Nov. 2, 2020 for an initial
listing price of $749,900. The Realtor marketed the Property on
over 500 websites including GSMLS, NJMLS, Zillow.com, Trulia.com,
Realtor.com, Homes.com, and many other websites. Since the
Property has been on the market, there have been approximately 40
showings, and one open house, as the Property has been vacant and
buyers' agents could access the Property at their convenience.
One offer was received on Jan. 20, 2021 for $650,000 cash, and the
only other offer received is from the proposed purchaser for an all
cash offer in the amount of $720,000. Subject to Court
authorization, the Debtor has entered into a Real Estate Contract
for Sale to sell the Property to the Purchaser for an all cash
purchase price of $720,000. There are no other agreements between
the Debtor and the Purchaser other than what was agreed to in the
Purchase Agreement and the accompany Attorney Review Letter ("AR
Letter"). he Purchaser has agreed to purchase the Property in "as
is" condition. The Purchase Agreement and the sale of the Property
is contingent upon and subject to the Court's approval.
Liens that may encumber the Properties include: a. any and all
unpaid property taxes; b. any and all unpaid municipal charges for
water and/or sewer; c. first mortgage lien owed to Wells Fargo in
the amount of approximately $243,501.41, and second mortgage lien
owed to Wells Fargo in the amount of approximately $270,432.33.
The expected equity received from the sale of the Property is
$162,866.26.
The pertinent terms of the Purchase Agreements are as follows:
a. The Purchase Agreement provides for a purchase price of
$720,000 with an initial deposit of $100,000 to the Purchaser's
attorney, and the balance of the purchase price, in the sum of
$620,000, being due at closing.
b. The proposed purchaser of the Property is Eleanor Ann
Knust.
c. The Purchaser is advised that the purchase price reflects a
sale of the property in "as is" condition. Inspection, if any,
will be for informational purposes only and appraisal is waived.
d. The Purchase Agreement and sale is contingent upon approval
of the Bankruptcy Court for the District of New Jersey.
e. The closing was anticipated to occur on March 3, 2021 or
after the sale hearing held before the Bankruptcy Court approving
the sale of the Property to the Purchaser in accordance with 11
U.S.C. Section 363(b). The deadline for the Seller to obtain the
requisite approval is 90 days after the conclusion of attorney
review, otherwise parties may cancel the contract.
f. Regarding the three permits for the Property: (a) Gas Logs
permit has been properly closed by the Seller; (b) Hot Tub permit
will remain open, however will provide Purchaser with the lock
necessary to close the permit, and if it is no closed by closing,
Seller will not be responsible for closing the permit after the
closing date; and (c) Alteration permit, on condition that
Purchaser is satisfied that the only remaining requirements to
close the permit are to install railings and have the railings
inspected and approved, Seller will not be required to close the
permit as a condition of this contract.
The Debtor believes the proposed sale provides the highest and best
value to the bankruptcy estate.
The Debtor asserts that given the goal by the parties in the case
to sell the Property and bring the case to conclusion in the short
term, there is cause to waive the stay and the Debtor asks that
upon approval of the sale, the 14-day period pursuant to Rule
6004(h) be waived by the Court.
Based on the foregoing, the Debtor respectfully asks the entry of
the order: (a) approving the sale of the Property in accordance
with the Purchase Agreement; (b) waiving the 14-day stay; (c)
allowing payment of professional fees from the sale proceeds; and
(d) granting such other and further relief, as the Court deems just
and proper.
A copy of the Contract is available at https://tinyurl.com/yh5pt6nx
from PacerMonitor.com free of charge.
Michael F. Ruppe sought Chapter 11 protection (Bankr. D. N.J. Case
No. 20-10544) on Jan. 13, 2020. The Debtor tapped David L. Steven,
Esq., as counsel. On Feb. 19, 2020, the Court appointed Robert
Sivori as Realtor. The Debtor's Plan of Reorganization was
confirmed on March 4, 2021.
MOUTHPEACE DENTAL: Sets Bidding Procedures for Sale of All Assets
-----------------------------------------------------------------
Mouthpeace Dental, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Georgia to authorize bidding procedures in
connection with the sale of substantially all assets to Brian A.
Bain, DDS, IV, PC, subject to overbid.
In exchange for the Purchased Assets, the Purchaser has agreed to
provide the following:
a. $150,000 cash (less any amounts previously paid as a
deposit); plus
b. payment for the Seller's accounts receivable as of the
Closing Date computed as the sum of: 95% of the collective amount
of accounts receivable which have been outstanding 30 days or less;
70% for accounts receivable outstanding between 31 and 60 days; 50%
for accounts receivable outstanding between 61 and 90 days, and
zero for accounts receivable outstanding over 90 days; plus
c. payment of all costs to cure any Assigned Contracts.
The Debtor has filed a motion to approve a sale of the Purchased
Assets free and clear of liens to the Stalking Horse pursuant to an
asset purchase agreement dated March 9, 2021. The Sale Motion is
currently set for hearing on April 5, 2021, at 10:00 a.m. (ET).
Shortly after filing the Sale Motion, the Debtor's counsel received
an expression of interest from a potential competing bidder for
some or all of the Debtor's assets. Accordingly, the Debtor
believes it would be prudent to establish Bid Procedures for an
orderly process to maximize value for the estate.
Pursuant to discussions with the counsel for the Stalking Horse as
well as the potential bidder, the Debtor's counsel understands that
all parties are interested in moving quickly, which is in the best
interests of the estate because it will keep the interested parties
engaged and enable value to be maximized. Accordingly,
concurrently with the Motion, the Debtor is filing a motion for
expedited hearing to request that a hearing be held on the Motion
as soon as possible.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: March 26, 2020, at 5:00 p.m. (ET)
b. Initial Bid: Amount equal to or greater than the sum of the
Purchase Price payable by the Stalking Horse under the APA, plus
the Breakup Fee, plus cash in an amount equal to $25,000
c. Deposit: $50,000
d. Auction: In the event the Debtors timely receive a
conforming Initial Overbid from a prospective purchaser, then the
Debtor will conduct an Auction with respect to the sale of the
Purchased Assets on April 1, 2020, beginning at 10:00 a.m. (ET) at
the offices of the counsel for the Debtor, Rountree Leitman &
Klein, LLC, Attn: Benjamin Keck, Century Plaza I, 2987 Clairmont
Rd., Ste. 350, Atlanta, Georgia 30329.
e. Bid Increments: $25,000
f. Break-up Fee: $10,000
If no conforming Initial Overbids will have been received at or
prior to the Overbid Deadline, the Auction will not be held, the
Stalking Horse will be designated as the highest and best bid, and
the Sale Hearing will proceed with respect to the APA with the
Stalking Horse.
About Mouthpeace Dental
Mouthpeace Dental, LLC filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
20-72289) on December 3, 2020. The petition was signed by Syretta
Wells, the sole shareholder.
At the time of the filing, the Debtor had estimated assets of less
than $50,000 and liabilities of between $500,001 and $1 million.
Judge Barbara Ellis-Monro is the case judge. Rountree Leitman &
Klein, LLC serves as the Debtor's counsel.
NINE POINT: Hearing on Bid Procedures for All Assets on April 8
---------------------------------------------------------------
Nine Point Energy Holdings, Inc., and affiliates filed with the
U.S. Bankruptcy Court for the District of Delaware a notice of
their proposed bidding procedures in connection with one or more
sales or dispositions of all or substantially all of their assets
to an entity to be designated by AB Private Credit Investors LLC,
subject to overbid.
The Stalking Horse Bidder's purchase price for the Debtors' Assets,
consists of: (i) a credit bid, on a dollar-for-dollar basis, in an
aggregate amount not less than $250 million, (ii) the assumption of
certain liabilities, (iii) any liens or claims granted by the
Debtors to the DIP Lenders as adequate protection for any
diminution in value of the interests of the DIP Lenders in their
collateral resulting from the use of cash collateral or otherwise,
and (iv) "Excluded Cash," for the Debtors to fund the wind-down of
their operations and payments following a closing of the Sale.
A hearing on the Motion is set for April 8, 2021, at 2:00 p.m.
(ET). The Objection Deadline is April 1, 2021, at 4:00 p.m. (ET).
On March 15, 2021, the the Debtors filed the Bidding Procedures
Motion.
About Nine Point Energy Holdings, Inc.
Nine Point Energy Holdings, Inc. -- https://ninepointenergy.com --
is a private exploration and production company focused on value
creation through the safe, efficient development of oil and gas
assets within the Williston Basin.
Nine Point Energy Holdings, Inc. sought Chapter 11 protection
(Bankr. D. Del. Case No. 21-10570) as the Lead Case, on March 15,
2021. The three affiliates that concurrently filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code are:
Nine Point Energy, LLC (Bankr. D. Del. Case No. 21-10571), Foxtrot
Resources, LLC (Bankr. D. Del. Case No. 21-10572), and Leaf
Minerals, LLC (Bankr. D. Del. Case No. 21-10573). The cases are
assigned to Judge Mary F. Walrath.
The Debtors tapped as counsel the following: Michael R. Nestor,
Esq. Kara Hammond Coyle, Esq. Ashley E. Jacobs, Esq., and Jacob D.
Morton, Esq., at Young Conaway Stargatt & Taylor, LLP; Richard A.
Levy, Esq., Caroline A. Reckler, Esq., and Jonathan Gordon, Esq.,
at Latham & Watkins LLP; and George A. Davis, Esq., Nacif Taousse,
Esq., Alistair K. Fatheazam, Esq., and Jonathan J. Weichselbaum,
Esq., at Latham & Watkins LLP.
The Debtors retained AlixPartners LLP as their Financial Advisor,
Perella Weinberg Partners L.P. as their InvestmentBanker, and
Lyons, Benenson & Co., Inc. as their Compensation Consultant.
The Debtors estimated assets and liabilities (on a consolidated
basis) in the range $100 million to $500 million.
The petitions were signed by Dominic Spencer, authorized
signatory.
NN INC: Completes $265 Million Financing
----------------------------------------
NN, Inc. has completed a new financing with J.P. Morgan, funds
managed by Oaktree Capital Management, L.P., and investment funds
managed by Morgan Stanley Tactical Value to provide a $50 million
asset-based credit line (ABL), a 5.5-year $150 million term loan,
and a $65 million preferred stock issuance, respectively. Proceeds
from the transaction will be used to repay the current principal
balance of $70 million on its term loans due in 2022, to redeem its
current $100 million outstanding preferred stock, prior to the
increase in redemption premium at March 31, 2021, and pay off its
fixed interest rate swap of $14 million. The transaction enables
the Company to strengthen its balance sheet by extending its
capital structure's maturity at an attractive blended cost of
capital, allowing the Company financial flexibility to continue its
current business transformation efforts.
"We are pleased to complete this financing that provides NN with a
solid foundation and flexibility to continue pursuing our strategic
initiatives toward transformational growth," stated Warren Veltman,
president and chief executive officer. "We have positioned
ourselves well to take advantage of the confluence of emerging
vehicle electrification and the smart grid technologies necessary
to power those vehicles. Supplemented by additional trends in
aerospace and defense, we are confident these offerings will assist
our efforts to drive future growth."
Transaction Highlights
The $50 million ABL revolving credit facility includes the
following provisions:
* Interest rate of LIBOR +1.75% - 2.00%, with a 0.50% floor
* Term of 5 years
* Primarily secured by eligible receivables and inventory
The $150 million term loan includes the following provisions:
* Interest rate of LIBOR + 6.875%, with a 1% floor
* Term of 5.5 years
* Minimal financial covenants, including maximum total leverage
ratio
The $65 million preferred issuance includes the following
provisions:
* Perpetual maturity, redeemable at the greater of accrued value
or 1.4x the investment amount
* A 10% annual cash dividend (or 12% PIK) payable quarterly,
with
a 2.5% increase after year five
* Penny warrants to purchase 1.9 million common shares with a
6-
year expiration
* Board observer seat
Tom DeByle, NN senior vice president and CFO, commented, "With the
reduction in leverage from the sale of Life Sciences in the fourth
quarter, we sought to address the near-term debt maturities and
outstanding preferred stock in a way that increased our ability to
grow our business while maintaining an appropriate level of
liquidity. This new agreement meets these needs while bringing in
investment partners that understand our industry and are committed
to our long-term strategy."
J.P. Morgan acted as administrative agent, sole bookrunner and sole
lead arranger on the asset based credit line, advised on the term
loan, and served as sole placement agent on the preferred issuance.
Bass, Berry & Sims PLC served as legal counsel to the Company on
the transaction. Gibson, Dunn & Crutcher LLP served as legal
counsel to Morgan Stanley Tactical Value.
About NN, Inc.
NN, Inc. -- www.nninc.com -- is a global diversified industrial
company that combines advanced engineering and production
capabilities with in-depth materials science expertise to design
and manufacture high-precision components and assemblies primarily
for the electrical, automotive, general industrial, aerospace and
defense, and medical markets. The Company has 32 facilities in
North America, Europe, South America, and China.
NN, Inc. reported a net loss of $100.59 million for the year ended
Dec. 31, 2020, compared to a net loss of $46.74 million for the
year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had
$624.96 million in total assets, $265.72 million in total
liabilities, $105.08 million in series B convertible preferred
stock, and $254.15 million in total stockholders' equity.
NORTHERN EXPOSURE: Seeks to Hire Giddens Mitchell as Legal Counsel
------------------------------------------------------------------
Northern Exposure Coney Island, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Giddens Mitchell & Associates, P.C. to handle its Chapter 11 case.
The firm will be paid at the rate of $350 per hour for attorneys
and $75 per hour for paralegals. It will also receive
reimbursement for out-of-pocket expenses incurred.
Kenneth Mitchell, Esq., a partner at Giddens Mitchell & Associates,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Kenneth Mitchell, Esq.
Giddens Mitchell & Associates, P.C.
3951 Snapfinger Parkway Suite 555
Decatur, GA 30035
Tel: (770) 987-7007
About Northern Exposure Coney Island
Northern Exposure Coney Island, LLC filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Ga. Case No. 21-10202) on Feb. 26, 2021,
disclosing under $1 million in both assets and liabilities. The
Debtor tapped Giddens Mitchell & Associates, P.C. as its legal
counsel.
NOSTALGIA FAMILY: Gets Cash Collateral Access on Final Basis
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, has authorized Nostalgia Family Medicine, PA to
use cash collateral on a final basis.
The Debtor is authorized to use cash collateral to pay: (a) amounts
expressly authorized by the Court; (b) the current and necessary
expenses set forth in the budget; and (c) additional amounts as may
be expressly approved in writing by creditor, Kapitus, LLC, within
48 hours of the Debtor's request. The Debtor will be entitled to
prompt court hearings on any disputed proposed expenditures.
As adequate protection for the Debtor's use of cash collateral,
Kapitus will have a perfected post-petition lien against cash
collateral to the same extent and with the same validity and
priority as the pre-petition lien, without the need to file or
execute any documents as may otherwise be required under applicable
nonbankruptcy law.
The Debtor will also maintain insurance coverage for its property
in accordance with the obligations under the loan and security
documents with the Creditor.
A copy of the order is available for free at https://bit.ly/3sgqnDV
from PacerMonitor.com.
About Nostalgia Family Medicine, PA
Nostalgia Family Medicine P.A. -- https://www.nostalgiamed.com/ --
is a family medicine & wellness center located in Lake
Mary/Longwood, near Orlando.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-00274) on January 22,
2021. In the petition signed by Brandon S. Fletcher, president, the
Debtor disclosed $424,063 in assets and $1,152,260 in liabilities.
Judge Lori V. Vaughn oversees the case.
Jeffrey S. Ainsworth, Esq. at BRANSONLAW, PLLC represents the
Debtor as counsel.
NPC INTERNATIONAL: Completes Sale of Assets to Flynn, Wendy's
-------------------------------------------------------------
On March 24, 2021, NPC International, Inc., announced that it has
closed the sale transactions contemplated by its previously
announced agreements with Flynn Restaurant Group ("Flynn") and
Wendy's International, LLC ("Wendy's"), which together have
resulted in the sale of substantially all of NPC's assets to Flynn
and five current Wendy's franchisees. The Company's separate asset
purchase agreements with Flynn and Wendy's were previously approved
by the United States Bankruptcy Court for the Southern District of
Texas (the "Court") on January 20, 2021.
"I'd like to offer my sincere thanks to our employees across our
shared services, Pizza Hut and Wendy's teams for their incredible
hard work, dedication and support, especially during the past
year," said Jon Weber, CEO of NPC's Pizza Hut and Wendy's
divisions. "I have been so proud of the way our entire NPC team
rose to the occasion time after time to keep our operations running
smoothly and to continue serving our guests with excellence during
a restructuring process in the midst of a global pandemic. I also
want to express my deep appreciation and gratitude to the NPC
management team and Board of Directors for their outstanding
leadership and many contributions during this time. Finally, I'd
also like to thank our team of capable advisors for their expert
guidance and counsel, which along with the steadfast commitment and
support of our creditors, was instrumental to our ability to
successfully and efficiently complete the Chapter 11 process.
Looking ahead, I’m confident that our Pizza Hut and Wendy's teams
are in capable hands with their new owners. I wish them great
success with both brands."
NPC currently expects that the Company's previously confirmed
Second Amended Joint Chapter 11 Plan will be consummated and become
effective in the coming days.
Additional Information
The asset purchase agreements and all relevant Court filings and
other documents related to the sale process and the restructuring
process are available at http://dm.epiq11.com/NPC;or by calling
NPC’s restructuring information line at (855) 917-3563 (Toll free
U.S.) or +1 (503) 502-4403 for (Non-U.S. Parties) or sending an
email to NPCInquiries@epiqglobal.com.
Weil, Gotshal & Manges LLP is acting as NPC's legal counsel,
Greenhill & Co., LLC is acting as financial advisor, AlixPartners
LLP is serving as restructuring advisor, A&G Realty is acting as
real estate advisor to the Company, and The Cypress Group is acting
as quick-service restaurant M&A advisor in connection with the
transaction.
Gibson, Dunn & Crutcher LLP, Houlihan Lokey Capital, Inc., and
Beyond Development Group are respectively acting as legal counsel,
financial advisor, and quick-service restaurant development advisor
to NPC's senior secured lender group in connection with NPC's
restructuring.
About NPC International
NPC International, Inc., is the largest franchisee of both Pizza
Hut and Wendy's as well as the second-largest restaurant franchisee
overall in the U.S., operating over 1,300 restaurants in 30 states
and the district of Columbia. The Company, which is headquartered
in Leawood, Kansas, and has a shared services center located in
Pittsburg, Kansas, generates $1.5 billion in sales and has more
than 30,000 full and part-time employees.
NPC International and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
20-33353) on July 1, 2020. At the time of the filing, the Debtors
disclosed assets of between $1 billion and $10 billion and
liabilities of the same range.
Judge David R. Jones oversees the cases. The Debtors tapped Weil,
Gotshal & Manges, LLP, as bankruptcy counsel; Alixpartners, LLP as
financial advisor; Greenhill & Co., LLC as investment banker; and
Epiq Corporate Restructuring, LLC as claims, noticing, and
solicitation agent and administrative advisor.
NUZEE INC: Prices Underwritten Public Offering of $12.5M Units
--------------------------------------------------------------
NuZee, Inc. has priced an underwritten public offering of 2,777,777
units, at a price to the public of $4.50 per Unit, with each Unit
consisting of (a) one share of common stock, par value $0.00001 per
share, (b) one Series A warrant to purchase one share of Common
Stock with an initial exercise price of $4.50 per whole share and
(c) one Series B warrant to purchase one-half of a share of Common
Stock with an initial exercise price of $5.85 per whole share. The
gross proceeds from the Offering, before deducting underwriting
discounts and commissions and estimated Offering expenses payable
by NuZee, are expected to be approximately $12.5 million. In
addition, NuZee has granted the underwriters a 45-day option to
purchase additional Units, or any combination of the individual
securities composing the Units (representing up to 15% of the
aggregate number of Units sold in the Offering), on the same price,
terms and conditions to cover over-allotments, if any.
Aegis Capital Corp. is acting as sole book-running manager for the
Offering.
About Nuzee
NuZee, Inc. (d/b/a Coffee Blenders) is a specialty coffee company
and a single-serve pour-over coffee producer and co-packer. The
Company owns sophisticated packing equipment developed in Asia for
pour over coffee production and it believes its long-standing
experience with this equipment and associated pour over filters,
and its relationships with their manufacturers provide the Company
with an advantage over its North American competitors.
Nuzee reported a net loss of $9.52 million for the year ended Sept.
30, 2020, compared to a net loss of $12.21 million for the year
ended Sept. 30, 2019. As of Dec. 31, 2020, the Company had $8.97
million in total assets, $1.27 million in total liabilities, and
$7.69 million in total stockholders' equity.
OMNIQ CORP: Reports $1M Expanded Project With Marketing Provider
----------------------------------------------------------------
OmniQ Corp. announced an expanded project with a total value of
approximately $1.0 million from a billion-dollar marketing services
company in North America.
The customer has over 30,000 employees and generates nearly $2
billion a year in revenue providing sales and marketing services to
consumer-packaged goods (CPG) companies. Per the updated
agreement, the customer will expand Android deployments across
North America. Newer technology will replace legacy operating
system devices, allowing additional growth in application
utilization, expanding into other facets of retail order entry. In
addition to Android devices, several hundred mobile printers were
purchased for on demand receipt printing. The customer has plans
to continue deploying this updated technology and replace all
legacy devices.
"We are thrilled with the start of our 2021 fiscal year, generating
over $25 million of new orders since January 1st," said Shai
Lustgarten, president and chief executive officer of omniQ.
"Moreover, it is gratifying to receive a new purchase order, so
quickly from a customer, requesting higher volumes of advanced
technology. We are experiencing a trend of repeat orders, in
higher amounts foretelling tremendous growth from our strong and
diversified client base."
About omniQ Corp.
Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) --
http://www.omniq.com-- provides computerized and machine vision
image processing solutions that use patented and proprietary AI
technology to deliver data collection, real time surveillance and
monitoring for supply chain management, homeland security, public
safety, traffic & parking management and access control
applications. The technology and services provided by the Company
help clients move people, assets and data safely and securely
through airports, warehouses, schools, national borders, and many
other applications and environments.
Omniq reported a net loss attributable to common stockholders of
$5.31 million for the year ended Dec. 31, 2019, compared to a net
loss attributable to common stockholders of $5.41 million for the
year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had
$40.33 million in total assets, $43.49 million in total
liabilities, and a total stockholders' deficit of $3.16 million.
Haynie & Company, in Salt Lake City, Utah, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated March 30, 2020, citing that the Company has a deficit in
stockholders' equity, and has sustained recurring losses from
operations. This raises substantial doubt about the Company's
ability to continue as a going concern.
ORGANON & CO: Moody's Assigns Ba2 CFR, Outlook Stable
-----------------------------------------------------
Moody's Investors Service assigned a Ba2 Corporate Family Rating to
Organon & Co. In addition, Moody's assigned a Ba2-PD Probability of
Default Rating, a Ba2 rating to Organon's new senior secured credit
facilities, and an SGL-2 Speculative Grade Liquidity Rating. The
outlook is stable.
The senior secured credit facilities will consist of a term loan A,
a dollar-denominated term loan B, a euro-denominated term loan B,
and a revolving credit facility. Proceeds from the term loans,
together with proceeds from anticipated secured and unsecured
senior notes offerings, will be used to pay a $9.0 billion dividend
to Merck & Co., Inc. ("Merck"), related to Organon's spin-out from
Merck, and to provide initial cash on hand.
"Organon's Ba2 rating reflects good margins and favorable
diversity, tempered by spin-off execution risk and acquisition
event risk," stated Michael Levesque, Moody's Senior Vice
President.
Ratings assigned:
Corporate Family Rating, Ba2
Probability of Default Rating, Ba2-PD
1st Lien Senior secured term loan A, Ba2 (LGD3)
1st Lien Senior secured term loan B (dollar-denominated), Ba2
(LGD3)
1st Lien Senior secured term loan B (euro-denominated), Ba2 (LGD3)
1st Lien Senior secured revolving credit facility, Ba2 (LGD3)
Speculative Grade Liquidity Rating, SGL-2
Outlook actions:
Outlook assigned stable
RATINGS RATIONALE
Organon's Ba2 Corporate Family Rating reflects its niche position
in the global pharmaceutical industry, offering women's health
products, biosimilars, and established off-patent products. The
established brands have good name recognition, marketed globally by
Merck & Co., Inc. or subsidiary Merck Sharp & Dohme Corp., prior to
the spin-out of Organon from Merck. Organon has good diversity at
the product and geographic level. Moody's anticipates solid cash
flow, and deleveraging consistent with management's long-term
debt/EBITDA target of 3.5x.
These strengths are offset by a weak organic growth outlook, owing
to the nature of established brands which face pricing and volume
pressure amid competition from generics. Financial leverage is
moderately high; Moody's estimates pro forma 2021 debt/EBITDA of
approximately 4.4x. Due to limited internal R&D, Organon is likely
to pursue business development, potentially involving debt
financing. In addition, Organon faces risks typical of spin-outs;
these include adherence to transition agreements with the former
parent, cost increases to fully build a sustainable infrastructure,
and establishing track record and credibility as an independent
company.
ESG considerations factor into the rating assignment. Organon is
exposed to social risks related to policies aimed at reducing drug
prices, occurring globally and reflective of societal and
demographic trends. Among governance considerations, Organon's
financial policies are supportive of a below-investment grade
rating, given the potential for acquisitions to bolster the product
portfolio and improve the company's growth rate.
The SGL-2 Speculative Grade Liquidity Rating reflects Moody's
expectation for good liquidity, based on anticipated cash on hand
of $500 million at the time of the separation from Merck. Free cash
flow will initially be limited due to costs related to the
separation, but the $1 billion revolving credit facility provides a
good level of external liquidity. Financial covenants in the
revolver and term loan A include a maximum debt/EBITDA, expected to
be initially set with a cushion of about 30%.
The senior secured credit facilities are rated Ba2, the same as the
Ba2 Corporate Family Rating. This reflects the large proportion of
senior secured debt in Organon's capital structure. The small
proportion of unsecured debt, which Moody's anticipates will be
$1.5 billion, is not substantial enough to notch the senior secured
rating any higher than the Corporate Family Rating based on Moody's
Loss Given Default Methodology.
The first lien credit facility is expected to contain covenant
flexibility for transactions that could adversely affect creditors.
There is incremental facility capacity up to the greater of $2.1
billion and 75% of EBITDA plus other amounts such that pro forma
first lien net leverage is below 2.75x. No portion of the
incremental may be incurred with an earlier maturity than the
initial term loans. Collateral leakage is permitted through
transfers of assets to unrestricted subsidiaries. However, material
intellectual property (to be defined) may not be transferred to, or
owned or exclusively licensed by, an unrestricted subsidiary other
than in connection with transactions that have a bona fide business
purpose so long as such transactions are not undertaken to
facilitate a financing or a restricted payment or undertaken in
connection with a liability management transaction.
Non-wholly-owned subsidiaries are not required to provide
guarantees; dividends or transfers resulting in partial ownership
of subsidiary guarantors could jeopardize guarantees subject to
protective provisions which prohibit such guarantee releases if the
transaction (i) is with a non-affiliate, (ii) results from the
issuance of directors' qualifying shares, (iii) is not entered into
for a bona fide business purpose (as determined by the borrower in
good faith), (iv) the transaction was for less than FMV, or (v) the
borrower is deemed to have made a new investment in the retained
portion and such investment is not a permitted investment.
The outlook is stable, and reflects Moody's expectation for a
successful transition to a stand-alone company, stable operating
performance due to growth in women's health and biosimilars, and
debt/EBITDA sustained below 4.5x.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade include establishing a good
track record as an independent company, a successful transition
from Merck including adherence to separation agreements, and an
improvement in organic growth rates. Quantitatively, debt/EBITDA
sustained below 3.5x could lead to an upgrade.
Factors that could lead to a downgrade include a significant
contraction in growth due to pricing pressure or competition,
unforeseen execution problems in fully separating from Merck, or
substantial debt-financed acquisitions. Quantitatively, debt/EBITDA
sustained over 4.5x could lead to a downgrade.
Headquartered in Jersey City, New Jersey, Organon & Co., is a
global pharmaceutical company with expertise in women's health,
established brands and biosimilars. Pro forma revenues in 2020
totaled $6.6 billion.
The principal methodology used in these ratings was Pharmaceutical
Industry published in June 2017.
PARADOX ENTERPRISES: April 5 Deadline for Amended Disclosures
-------------------------------------------------------------
Judge Nicholas W. Whittenburg granted a motion by Paradox
Enterprises, LLC, to enlarge the time to file an amended disclosure
statement. The Court ordered that the Debtor's deadline is
enlarged through and until April 5, 2021
About Paradox Enterprises
Paradox Enterprises, LLC, based in Manchester, Tennessee, filed a
Chapter 11 petition (Bankr. E.D. Tenn. Case No. 19-12162) on May
24, 2019. In the petition signed by Eric Shelley, owner, the
Debtor was estimated to have $1 million to $10 million in both
assets and liabilities.
The Hon. Shelley D. Rucker oversees the case.
Jason N. King, Esq., at Kious Rodgers Barger Holder & King, PLLC,
serves as bankruptcy counsel.
PDG PRESTIGE: Seeks to Hire Weycer Kaplan as Legal Counsel
----------------------------------------------------------
PDG Prestige, Inc. seeks approval from the U.S. Bankruptcy Court
for the Western District of Texas to employ Weycer Kaplan Pulaski &
Zuber, P.C. as its legal counsel.
The firm will provide these services:
a. advise the Debtor of the rights, powers, duties and
obligations of the Debtor in its Chapter 11 case;
b. take all necessary actions to protect and preserve the estate
of the Debtor, including the prosecution of actions on the Debtor's
behalf, the defense of actions commenced against the Debtor, the
negotiation of disputes in which the Debtor is involved, and the
preparation of objections with respect to claims that are filed
against the estate;
c. assist in the investigation of the acts, conduct, assets, and
liabilities of the Debtor, and any other matters relevant to the
case;
d. investigate and potentially prosecute preference, fraudulent
transfer, and other causes of action arising under the Debtor's
avoidance powers and which are property of the estate;
e. prepare legal papers;
f. negotiate, draft and present a plan for the reorganization of
the Debtor's financial affairs and the related disclosure
statement;
g. handle all litigation and other contested matters for the
Debtor arising in connection with the case; and
h. perform all other necessary legal services necessary to
administer the case.
Weycer will be paid at these rates:
Jeff Carruth, Shareholder $485 per hour
Other Shareholders $485 per hour
Associates $300 per hour
Paralegals $150 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The retainer fee is $24,000.
Jeff Carruth, Esq., a partner at Weycer, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Jeff Carruth, Esq.
Weycer Kaplan Pulaski & Zuber, P.C.
3030 Matlock Rd., Suite 201
Arlington, TX 76015
Telephone: (713) 341-1058
Facsimile: (866) 666-5322
Email: jcarruth@wkpz.com
About PDG Prestige
PDG Prestige, Inc., a real estate developer in El Paso, Texas,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
W.D. Tex. Case No. 21-30107) on Feb. 15, 2021. Michael Dixson,
president, signed the petition.
At the time of the filing, the Debtor disclosed assets of between
$1 million and $10 million and liabilities of the same range.
Weycer Kaplan Pulaski & Zuber, P.C. is the Debtor's legal counsel.
PEAKS FITNESS: Seeks Cash Collateral Access Thru June 11
--------------------------------------------------------
Peaks Fitness, LLC, asks the U.S. Bankruptcy Court for the District
of Arizona for authority to use revenue that may be considered to
be cash collateral in accordance with the proposed 90-day budget.
Fitness requires the use of this income in order to pay its
ordinary and necessary operating expenses, payroll, and other
general and administrative expenses and to preserve the going
concern value of the Debtors’ businesses.
Fitness proposes to use the Revenues generated by its operations to
pay the Expenses in accordance with the Budget, with a 10% variance
permissible on a total budget basis.
Fitness' affiliate Peaks Holdings, LLC fka Peaks Fitness Holdings,
LLC filed its voluntary petition for relief under Chapter 11 in the
same Court. Fitness and Holdings, among other things, have the same
members and managers.
Historically, Fitness has had revenues in excess of $850,000 per
year and was profitable.
Due to the COVID pandemic, Arizona's Governor Ducey issued
Executive Orders mandating the closure of the all gyms, including
the Debtors, from March 20, 2020 through May 15,2020, these
closures were reinstated from June 29, 2020 through August 15,
2020.
From August 16, 2020 through March 5th, 2021, while the Debtors
were allowed to open, their occupancy was restricted to 25%-50% of
their normal capacity.
Due to these extended, forced closures and other adverse impacts
resulting from of the COVID-19 pandemic on the fitness industry,
Fitness' operations and revenues suffered greatly in 2020 and so
far in 2021. Pursuant to a lease between Fitness and Holdings,
Fitness operates out of a state of the art, 16,000 square foot
building in Fountain Hills that is owned by Holdings.
Holdings has no source of revenue other than rents from Fitness
under the Lease. Due to the COVID Impacts, however, Fitness has
been unable to make rent payments to Holdings for several months.
The Debtors share a common primary secured creditor, Capital Fund
II, LLC, who asserts claims against both Debtors arising from a
real estate loan in the principal amount of approximately $876,000
which Capital Fund asserts is secured by the Building and the
Fitness Property and a term loan in the original face amount of
$157,000 which Capital Fund asserts is secured by the Fitness
Property.
In 2020, as Fitness's revenues declined, the Debtors fell behind on
their payments to Capital Fund under the Capital Fund Loans.
In addition to the Capital Fund Loans, in 2006, Holdings received a
loan from Business Development Finance Corporation which was
subsequently transferred and assigned to the Small Business
Administration. According to the SBA, Fitness was either
co-borrower or a guarantor of the SBA Loan.
The SBA asserts that the SBA Loan is secured by a second position
deed of trust on the Fountain Hills building. The Building has an
approximate value of $2.25 million.
The SBA Loan is not secured by a perfected security interest in the
Fitness Property, and the SBA does not have, or assert, a lien in
the Fitness Property.
According the Arizona Secretary of State's UCC database, only
Capital Fund has filed a UCC-1 Financing Statement with respect to
Fitness' Property that could be considered cash collateral.
According to the SBA, the Debtors defaulted under the SBA Loan in
2012 and the SBA Loan was referred to the Department of the
Treasury in 2012.
The Debtors do not concede (a) the validity, enforceability, extent
amount or priority of Capital Fund's or the SBA's asserted liens,
(b) that any such liens properly encumber the Building, the Fitness
Property, the Debtors' revenue, income, accounts receivable, and/or
inventory, or (c) that the Debtors' revenue, income and proceeds
from its membership agreements constitute Capital Fund's, the
SBA's, or any other party's, cash collateral. The Debtors expressly
reserve the right to contest any liens or to object to the claims
related thereto.
Based on the expected monthly membership dues, Fitness expects to
have monthly income of approximately $46,000 that may be subject to
Capital Fund's asserted lien.
As an operating enterprise, Fitness asserts it is capable of
generating revenue that can be directed toward the benefit of the
creditors and all parties-in-interest.
Fitness submits that any creditors asserting a lien in the
Revenues, including Capital Fund, are and will be adequately
protected by Capital Fund's existing lien on the Building and
Fitness Property, and the value generated through the Debtor's
continued postpetition operations and a replacement lien (with the
same validity, extent and priority as their respective pre-petition
liens) in post-petition Revenues to the extent that their
respective interests in the pre-petition Revenues are diminished.
As further adequate protection, in the event that Capital Fund is
determined to have a lien on the Revenues, Fitness is willing to
grant Capital Fund a replacement lien on its collateral, to the
same extent, and with the same validity and priority, as held on
the Petition Date. The provision of replacement lien is a common
and accepted method of providing adequate protection to a secured
creditor.
A copy of the motion is available at https://bit.ly/3tKDGwG from
PacerMonitor.com.
About Peaks Fitness, LLC
Peaks Fitness, LLC is a health, wellness and fitness company based
in Arizona. It sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 21-01971) on March 19,
2021. In the petition signed by Ross Suozzi, the managing member,
the Debtor disclosed up to $100,000 in assets and up to $10 million
in liabilities.
Judge Daniel P. Collins oversees the case.
Randy Nussbaum, Esq. at SACKS TIERNEY P.A. is the Debtor's
counsel.
PEELED INC: Seeks to Hire Archer & Greiner as Legal Counsel
-----------------------------------------------------------
Peeled, Inc. seeks approval from the U.S. Bankruptcy Court for the
District of Delaware to employ Archer & Greiner, P.C. as its legal
counsel.
The firm will provide these services:
a. representing the Debtor in its Chapter 11 case before the
bankruptcy court and in any action in other courts where the rights
of the Debtor may be litigated or affected as a result of its
bankruptcy;
b. advising the Debtor concerning the requirements of the
Bankruptcy Code and Bankruptcy Rules and the requirements of the
Office of the United States Trustee relating to the discharge of
its duties under the Bankruptcy Code;
c. representing the Debtor regarding real estate issues,
transactions and litigation;
d. assisting the Debtor in preparing reports, fee applications
and other matters required by the court or the Office of the United
States Trustee; and
f. performing other legal services necessary to administer the
case.
Archer & Greiner will be paid at these rates:
David W. Carickhoff, Attorney $625 per hour
Alan M. Root, Attorney $490 per hour
Christian E. Hansen, Paralegal $220 per hour
Rosanne E. DellAversano, Paralegal $165 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
David Carickhoff, Esq., a partner at Archer & Greiner, disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
David W. Carickhoff, Esq.
Archer & Greiner, P.C.
300 Delaware Avenue, Suite 1100
Wilmington, DE 19801
Tel: (302) 777-4350
Email: dcarickhoff@archerlaw.com
About Peeled Inc.
Peeled Inc. -- https://peeledsnacks.com -- is a manufacturer of
"healthy" snacks offering organic, gluten-free, vegan, kosher
options.
Peeled Inc. filed a bankruptcy petition under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
21-10513) on March 3, 2021. The Debtor had between $1 million and
$10 million in both assets and liabilities at the time of the
filing.
Sugar Felsenthal Grais & Helsinger, LLP and Archer & Greiner, P.C.
serve as the Debtor's legal counsel.
PETIQ LLC: Moody's Assigns First Time B3 Corp. Family Rating
------------------------------------------------------------
Moody's Investors Service assigned first time ratings for PetIQ,
LLC including a B3 Corporate Family Rating, a B3-PD Probability of
Default Rating, a Speculative Grade Level of SGL-2, and a B3 rating
on the proposed $300 million senior secured first lien term loan.
The outlook is stable.
The rating assignments reflect PetIQ's small scale with revenues of
$780 million, a low EBITDA margin and free cash flow, and elevated
Moody's adjusted debt to EBITDA leverage (pro-forma for the new
term loan and a full year of EBITDA from Capstar) of 7.6x as of the
twelve months ended December 31, 2020. The liquidity position is
good with expectations to hold cash on balance sheet and a $125
million senior secured asset-based revolving credit facility.
The ratings assignments follow the company's plan to raise new
senior secured debt comprised of a $125 million senior secured
asset-based revolving credit facility (not rated) and a $300
million senior secured first lien term loan due 2028. Proceeds from
the term loan will be used to refinance existing debt and to add
approximately $36 million to balance sheet cash. All ratings are
subject to Moody's review of final documentation.
The following ratings/assessments are affected by the action:
Ratings Assigned:
Issuer: PetIQ, LLC
Corporate Family Rating, Assigned B3
Probability of Default Rating, Assigned B3-PD
Speculative Grade Liquidity Rating, Assigned SGL-2
GTD Senior Secured Term Loan, Assigned B3 (LGD3)
Outlook Actions:
Issuer: PetIQ, LLC
Outlook, Assigned Stable
RATINGS RATIONALE
The B3 CFR reflects PetIQ's, expanding portfolio of pet medications
and related products sold into retail channels, growing market
opportunity in veterinary pet services through mobile clinics and
wellness centers located primarily within retailers, and high
leverage with debt to Moody's adjusted EBITDA of 7.6x (pro-forma
for the new term loan issuance and a full year of EBITDA from
Capstar) as of December 31, 2020. Moody's views many of the
company's products as consumer staples or health care, which will
provide earnings resilience during an economic downtown. Offsetting
these factors are the company's relatively small scale with
revenues of $780 million for the twelve-month period ended December
31, 2020 and its lack of meainingful international presence.
PetIQ's operations generate low margins, high working capital
swings characteristic of a distribution business, and little to
negative free cash flow. PetIQ's distribution of a mix of
prescription and over-the-counter pet medications into retail
channels is an alternative to traditional distribution through
veterinary offices. The company's wellness clinics also offer a
range of basic veterinary services. Moody's believes the company
has good opportunity for growth in these businesses but also
significant execution risk to scale the operations profitably, in
addition to acquisition integration risk, event risk, and high
price competition. PetIQ's purchases of Perrigo's animal health
business and Capstar over the last two years broadens the portfolio
of proprietary manufactured products to help solidify the company's
market position. The majority of the company's revenue and earnings
are generated from distribution of products to retailers that are
significantly larger. This limits PetIQ's negotiating leverage and
creates the need to invest to capture shelf space, manage inventory
and maintain high service levels while also exposing the company to
pricing pressure. The company intends to invest meaningfully to
grow its veterinary services business over the next three years.
PetIQ's SGL-2 rating reflects good liquidity based on approximately
$67 million of cash as of December 31, 2020 pro forma for
incremental cash from the proposed refinancing, $0-5 million of
annual projected free cash flow in 2021, an undrawn $125 million
ABL revolver expiring in 2026, and no other debt maturities through
2028. The cash sources provide ample resources for the $3 million
of required annual term loan amortization, reinvestment needs and
potential acquisitions. The term loan has no financial maintenance
covenants
The coronavirus outbreak, the government measures put in place to
contain it, and the weak global economic outlook continue to
disrupt economies and credit markets across sectors and regions.
Moody's analysis has considered the effect on the performance of
corporate assets from the current weak US economic activity and a
gradual recovery for the coming months. Although an economic
recovery is underway, it is tenuous and its continuation will be
closely tied to containment of the virus. As a result, the degree
of uncertainty around Moody's forecasts is unusually high.
Notwithstanding, PetIQ's medication distribution business is likely
to be more resilient than companies in other sectors, although some
volatility can be expected through 2021 due to uncertain demand
characteristics, channel shifting, and the potential for supply
chain disruptions and difficult comparisons following these shifts.
Temporary closure of the company's veterinary clinics diminished
service revenue in 2020 and a return to pre-coronavirus volumes as
well as ramping up volume at new mobile clinics and wellness
centers could be restrained by ongoing social distancing measures.
Moody's regard the coronavirus outbreak as a social risk under
Moody's ESG framework, given the substantial implications for
public health and safety.
Moody's views PetIQ's environmental risk as moderate as the
company's products are subject to EPA, FDA, and other state and
local laws and regulations relating to environmental matters as
well as safety and quality control. Compliance with environmental
and other public health regulations or changes in such regulations
or regulatory enforcement priorities could increase the company's
costs of doing business or limit the ability to market its
products. Product safety and safeguarding employees and customers
is a social risk.
Demographic and societal trends including growth in the number of
US households that own pets provide favorable long term trends in
the pet care sector that will drive organic growth.
Moody's views PetIQ's governance risk as balanced. As a public
company, PetIQ is subject to certain standards in terms of
transparency, disclosures, management accountability, and
compliance. The company does not pay a dividend, but generates
limited free cash flow and is utilizing debt to fund acquisitions
to expand scale and the product portfolio.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's expectation that PetIQ will
continue to grow its services segment which along with expanding
distribution and revenue of pet medications will lead to lower
leverage on a Moody's adjusted debt to EBITDA basis in the next 12
to 18 months. In addition, the stable outlook also reflects Moody's
view that PetIQ will maintain disciplined financials policies and
that the company can manage through potential disruptions that may
occur as a result of the coronavirus.
PetIQ's ratings could be upgraded if organic growth is consistently
positive, the EBITDA margin improves, the company generates
consistent and comfortably positive free cash flow, and maintains
good liquidity. In addition, if debt to EBITDA is sustained below
6.0x, the ratings could be upgraded. Alternatively, ratings could
be downgraded if EBITDA declines due to distribution losses,
pricing pressure or cost increases, free cashflow is low or
negative, liquidity deteriorates, or adjusted debt-to-EBITDA is
sustained above 8.0x.
The proposed first lien credit agreement is expected to contain
provisions for incremental debt capacity up to the greater of $83
million and 100% of trailing four quarter consolidated EBITDA, plus
additional amounts subject to a pro forma first lien net leverage
requirement not to exceed 2.8x (if pari passu secured); other
restrictions on junior secured or unsecured facilities.
Alternatively, the ratio test may be satisfied so long as leverage
does not increase on a pro forma basis if incurred in connection
with a permitted acquisition or investment. The proposed credit
agreement allows leverage-based step downs in the asset sale
prepayment requirement to 50% and 0% at pro forma Consolidated
First Lien Net Leverage ratios of 2.30x and 1.80x, respectively.
The proposed credit agreement permits collateral leakage through
the transfer of assets to unrestricted subsidiaries, subject to
carve-out capacity, with no explicit "blocker" provisions
restricting such transfer. Only wholly-owned material subsidiaries
are required to provide subsidiary guarantees, posing risks of
potential guarantee release following a partial change in
ownership. The proposed terms and the final terms of the credit
agreement can be materially different.
The principal methodology used in these ratings was Consumer
Packaged Goods Methodology published in February 2020.
PetIQ, LLC ("PetIQ", NASDAQ: PETQ) based in Eagle, Idaho, is a
publicly traded pet medication and wellness company. The company
has two business segments: Products and Services. The Products
segment consists of the company's manufacturing and distribution
business. Through the Products segment, PetIQ distributes
prescription and over the counter medication as well as its own
branded medications. The Services segment consists of veterinary
services and related product sales and is operated through VIP
Petcare which has over 2,900 retail partners in 41 states. PetIQ
generated net sales of $780 million for the twelve months ended
December 31, 2020.
PHYTO-PLUS: Seeks Cash Collateral Access
----------------------------------------
Phyto-Plus Inc. asks the U.S. Bankruptcy Court for the Middle
District of Florida, Tampa Division, for authority to use cash
collateral retroactive to March 16, 2021, provide adequate
protection, and schedule a Final Hearing.
The Debtor requires the use of cash collateral to fund its
operating expenses and costs of administration in the Chapter 11
case for the duration of the Chapter 11 case pursuant to 11 U.S.C.
sections 105 and 363, since any cash collateral generated by the
Debtor may constitute the cash collateral of the Secured
Creditors.
These creditors may claim blanket liens against the Debtor's assets
with their estimated claim amount:
Claim Amount
------------
Swift Financial, LLC as $22,225.22
Servicing Agent for WebBank
Ascentium Capital $16,141.91
The Debtor estimates that the collective claims of the Secured
Creditors are secured by various cash, inventory, and accounts
receivable totaling $52,474.93.
As adequate protection for the use of the Cash Collateral, the
Debtor offers these to the Secured Creditor:
-- Post-petition replacement lien(s) to the same extent,
validity, and priority as existed pre-petition;
-- The right to inspect the Debtor's assets on 48 hours'
notice, provided that said inspection does not interfere with the
operations of the Debtor; and
-- Copies of monthly financial documents generated in the
ordinary course of business and other information as the Secured
Creditor reasonably requests with respect to the Debtor's
operations.
In order to ensure that the Debtor operates effectively throughout
the bankruptcy proceeding, the Debtor also requests permission to:
-- exceed any line item on the budget by an amount equal to
10% of each line item; or
-- exceed any line item by more than 10% so long as the total
of all amounts in excess of all line items for the Budget do not
exceed 10% in the aggregate of the total budget.
A copy of the motion is available at https://bit.ly/3rlCnTo from
PacerMonitor.com.
About Phyto-Plus Inc.
Phyto-Plus Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-01225) on March 16,
2021. In the petition signed by Marco A. Abbiati, president, the
Debtor disclosed up to $500,000 in both assets and liabilities.
Buddy D. Ford, P.A. is the Debtor's counsel.
PULMATRIX INC: Incurs $19.3 Million Net Loss in 2020
----------------------------------------------------
Pulmatrix, Inc. filed with the Securities and Exchange Commission
its Annual Report on Form 10-K disclosing a net loss of $19.31
million on $12.63 million of revenues for the year ended Dec. 31,
2020, compared to a net loss of $20.59 million on $7.91 million of
revenues for the year ended Dec. 31, 2019. The net loss in 2020
was primarily attributable to Pulmazole project costs as the
Company advanced its Phase 2 clinical study and PUR1800
manufacturing, preclinical, and clinical study costs for the
upcoming Phase 1b clinical study.
The increase in revenue resulted from an increase in revenue
recorded of $6.9 million as a result of the JJEI License Agreement
and includes reimbursement of pass-through expenses, partially
offset by a decrease in revenue recorded of $2.2 million as a
result of the Cipla Agreement.
As of Dec. 31, 2020, the Company had $38.17 million in total
assets, $15.03 million in total liabilities, and $23.14 million in
total stockholders' equity.
As of Dec. 31, 2020, Pulmatrix had $31.7 million in cash and cash
equivalents, compared to $23.4 million for the year ended Dec. 31,
2019.
Research and development expense was $15.6 million in 2020 compared
to $12.8 million in 2019. The increase year–over–year was
primarily due to increased spending on manufacturing, clinical, and
preclinical study costs of $4.4 million and $0.3 million, on the
PUR1800 and PUR3100 programs, respectively, $1.1 million on
employment costs in support of our programs, $0.6 million in
allocated fixed expenses and lab services which were partially
offset by a decrease of $3.6 million on the Phase 2 Pulmazole
clinical trial costs.
General and administrative expense was $6.9 million for 2020 and
$8.5 million for 2019. The decrease year-over-year was primarily
due to decreased employment costs of $1.2 million because of lower
share-based compensation expense and salary costs, $0.1 million in
patent and legal expenses and $0.3 million of a milestone payment
to the CFFT made in 2019.
Goodwill was not impaired in 2020 compared to a $7.3 million
impairment charge in 2019.
"In recent months, we have made important progress advancing
iSPERSE enabled programs that both strengthen our foundation in
respiratory indications and expand the reach of our platform to
lung cancer and acute migraine," said Ted Raad, chief executive
officer of Pulmatrix. "Our strengthened balance sheet fully funds
our operations through key data milestones across our ongoing and
planned studies including the PUR1800 Phase 1b study, the PUR3100
Phase 1 / Phase 2 study and Pulmazole Phase 2b study. We look
forward to a milestone rich 2021 which includes toxicology and
clinical data packages from ongoing PUR1800 studies, potential
license option execution from Johnson & Johnson, and continued
execution as we advance therapies to address significant unmet
need."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/1574235/000149315221006602/form10-k.htm
About Pulmatrix
Pulmatrix, Inc. -- http://www.pulmatrix.com-- is a clinical stage
biopharmaceutical company developing innovative inhaled therapies
to address serious pulmonary and non-pulmonary disease using its
patented iSPERSE technology. The Company's proprietary product
pipeline includes treatments for serious lung diseases such as
allergic ronchopulmonary aspergillosis and lung cancer, as well as
neurologic disorders such as acute migraine. Pulmatrix's product
candidates are based on iSPERSE, its proprietary engineered dry
powder delivery platform, which seeks to improve therapeutic
delivery to the lungs by maximizing local concentrations and
reducing systemic side effects to improve patient outcomes.
PURDUE PHARMA: Sackler Opioid Lawsuits Paused for Month
-------------------------------------------------------
Law360 reports that a New York bankruptcy judge on Wednesday, March
24, 2021, granted Purdue Pharma and its former owners another
month's relief from suits over Purdue's opioid sales, saying the
continued pause will protect efforts to work out the details of the
company's Chapter 11 plan.
At a virtual hearing U.S. Bankruptcy Judge Robert Drain extended an
injunction staying opioid litigation against Purdue and the Sackler
family until April 21, 2021, saying allowing litigation to go
forward would "irreparably harm" the ability of Purdue and its
creditors to conclude their talks over the Chapter 11 plan.
About Purdue Pharma LP
Purdue Pharma L.P. and its subsidiaries --
http://www.purduepharma.com/-- develop and provide prescription
medicines and consumer products that meet the evolving needs of
healthcare professionals, patients, consumers and caregivers.
Purdue's subsidiaries include Adlon Therapeutics L.P., focused on
treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and
related disorders; Avrio Health L.P., a consumer health products
company that champions an improved quality of life for people in
the United States through the reimagining of innovative product
solutions; Imbrium Therapeutics L.P., established to further
advance the emerging portfolio and develop the pipeline in the
areas of CNS, non-opioid pain medicines, and select oncology
through internal research, strategic collaborations and
partnerships; and Greenfield Bioventures L.P., an investment
vehicle focused on value-inflection in early stages of clinical
development.
Opioid makers in the U.S. are facing pressure from a crackdown on
the addictive drug in the wake of the opioid crisis and as state
attorneys general file lawsuits against manufacturers. More than
2,000 states, counties, municipalities and Native American
governments have sued Purdue Pharma and other pharmaceutical
companies for their role in the opioid crisis in the U.S., which
has contributed to the more than 700,000 drug overdose deaths in
the U.S. since 1999.
OxyContin, Purdue Pharma's most prominent pain medication, has been
the target of over 2,600 civil actions pending in various state and
federal courts and other fora across the United States and its
territories.
On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
19-23649), after reaching terms of a preliminary agreement for
settling the massive opioid litigation. The Debtors' consolidated
balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets
and $562 million in liabilities.
U.S. Bankruptcy Judge Robert Drain oversees the cases.
The Debtors tapped Davis Polk & Wardwell LLP and Dechert LLP as
legal counsel; PJT Partners as investment banker; AlixPartners as
financial advisor; and Prime Clerk LLC as claims agent.
Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the
official committee of unsecured creditors appointed in Debtors'
bankruptcy cases.
David M. Klauder, Esq., was appointed as fee examiner. The fee
examiner is represented by Bielli & Klauder, LLC.
R. EDGE CONTRACTING: Taps Kushnick Pallaci as Special Counsel
-------------------------------------------------------------
R. Edge Contracting, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to employ Kushnick
Pallaci PLLC as its special counsel.
The firm will provide legal advice on corporate matters during the
pendency of the Debtor's Chapter 11 case.
Kushnick will be paid at the rate of $425 per hour for attorneys
and $300 per hour for associates. The firm will also be reimbursed
for out-of-pocket expenses incurred.
Vincent Pallaci, Esq., a partner at Kushnick Pallaci, disclosed in
a court filing that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Vincent T. Pallaci, Esq.
Kushnick Pallaci PLLC
630 Johnson Avenue, Suite 201
Bohemia, NY 11716
Tel: (631) 752-7100 / (888) 587-4529
Fax: (631) 752-3654
Email: VTP@kushnicklaw.com
About R. Edge Contracting
R. Edge Contracting, LLC is in the business of electric power
generation, transmission and distribution.
R. Edge Contracting filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
21-22015) on Jan. 13, 2021. Richard Contrata, Jr., president,
signed the petition. In the petition, the Debtor disclosed total
assets of $2,625,422 and total liabilities of $4,034,151.
Judge Robert D. Drain oversees the case.
Michael A. Koplen, Esq., serves as the Debtor's legal counsel.
RALPH M. BONHAM: Lyells Buying Pueblo County Property for $295K
---------------------------------------------------------------
Ralph M. Bonham asks the U.S. Bankruptcy Court for the District of
Colorado to authorize the sale of the real property holdings in
Pueblo County and Custer County, Colorado, including the following:
A portion of Tract "01-001" Parcel a of Subdivision Variance No.
311, Being Part of S/2 Se/4 of Section 19, Township 22 South, Range
68 West of the 6th P.M., County Of Pueblo, State of Colorado, as
Shown on Map Recorded May 21, 1987 in Book 2348 at Pages 605-606,
lying north of the north right-of-way line of North Creek Road and
containing 30 acres more or less, to Gary Lyells and Kaylyn Lyells
for $295,000.
The Property consists of approximately 30 acres of the 276.8 acres
owned by the estate and Janey Bonham in Pueblo County, Colorado.
The Property includes a nineteenth century schoolhouse. One of the
proposed Buyers is a descendant of the original owners of the
Property.
The Property is subject to the following liens, claims and
interests:
(a) Deed of Trust in favor of Legacy Bank securing an
indebtedness not to exceed $2,114,438.302 recorded with the Pueblo
County Clerk and Recorder on Dec. 31, 2007 at Reception No.
1753267;
(b) June 4, 2019 "Order of Judgment - Jury Verdict" entered
in favor of Special Conservator Dennis Maes in Pueblo County,
Colorado District Court Case No. 2014PR30114 and recorded with the
Pueblo County Clerk and Recorder on June 19, 2019 at Reception No.
2142907.
(c) Transcript of Judgment in the amount of $2,899.674 in
favor of the Special Conservator in Pueblo County, Colorado
District Court Case No. 2014PR30114 and recorded with the Pueblo
County Clerk and Recorder on July 10, 2019 at Reception No.
2145136.
(d) Transcript of Judgment in the amount of $3,760,263 in
favor of the Special Conservator in Pueblo County, Colorado
District Court Case No. 2014PR30114 and recorded with the Pueblo
County Clerk and Recorder on Sept. 9, 2019 at Reception No.
2151625.
(e) Transcript of Judgment in the amount of $196,709 in favor
of the Special Conservator in Pueblo County, Colorado District
Court Case No. 2014PR30114 and recorded with the Pueblo County
Clerk and Recorder on Sept. 9, 2019 at Reception No. 2151626.
The validity and extent of the judgment liens asserted by the
Special Conservator and described are at issue in the pending
adversary proceeding brought by Mr. Bonham against the Special
Conservator and assigned Adv. Proc. No. 20-1054 JGR.
Subject to Mr. Bonham's reservation of rights, the Legacy Deed of
Trust is senior and prior in right to the disputed judgment liens
asserted by the Special Conservator and any rights that might be
asserted in the Property by Janey Bonham or any other creditors.
Mr. Bonham has entered a contract for the sale of the Property to
the Buyers subject to Court approval. He seeks to sell the
Property free and clear of liens, encumbrances, and interests.
The Contract includes the following terms:
(a) The sale is subject to Court approval;
(b) The sale price is $295,000 and will be paid as follows:
$135,000 in cash at closing and $160,000 pursuant to a promissory
note secured by a carry-back deed of trust against the Property;
(c) Note payments will commence six months after closing. The
Note will bear interest at the annual rate of 4%, monthly payments
will be amortized on 25-year schedule, and the note will be due and
payable two years after payments commence;
(d) The exact property subject to the Contract is subject to
a new survey completed prior to closing;
(e) The Buyer and the Seller will equally share the costs of
the survey; and,
(f) Pueblo County must approve the subdivision of the
approximately 30 acres being sold from the existing parcel as
recorded with the Pueblo County Clerk and Recorder.
The Contract also provides for a 2% commission to be paid to a
transaction broker. To resolve objections asserted by the Special
Conservator to the commission, Seller has agreed to waive this
provision and no commission will be paid in connection with the
sale.
Pursuant to 11 U.S.C. Sections 361(2) and 363(e), if the sale is
approved, adequate protection will be provided to Legacy Bank and
the Special Conservator in the form of a replacement lien on the
proceeds of the sale, which will be held by Mr. Bonham in a
segregated account pending further orders of the Court.
In addition, Mr. Bonham will execute a conditional assignment of
the Note and carry-back deed of trust securing the Note to Legacy
Bank to be held by Legacy Bank but not recorded during the pendency
of this bankruptcy action and Mr. Bonham's compliance with his
approved Chapter 11 plan. In the event Mr. Bonham fails to comply
with the approved Chapter 11 plan or the bankruptcy is dismissed,
Legacy Bank will have the right to record said assignment and
enforce all rights and remedies against Buyer and the Property
under the assigned Note and deed of trust. Unless otherwise agreed
to by Mr. Bonham and Legacy Bank in writing, the conditional
assignment will be effective and survive any future events in the
bankruptcy case, including confirmation of a plan, dismissal,
conversion or the appointment of a trustee.
Legacy demanded the conditional assignment provision after the
Debtor's counsel had obtained confirmation from the Special
Conservator that he did not object to the sale. The afternoon of
March 16, 2021, the counsel requested Special Conservator provide
his position with respect to the assignment provision and but has
not received a response as of the filing of the motion. The motion
is somewhat time-sensitive as the Buyers is utilizing a 1031
exchange for the purchase and such exchanges have strict timing
requirements. If the Special Conservator does not object to the
provision and advises counsel of that position prior to the running
of the notice period,
Mr. Bonham will supplement the motion accordingly.
For all of the foregoing reasons, Mr. Bonham asserts the proposed
sale meets the requirements for approval under 11 U.S.C. Section
363 and the sale should be approved. He asks that the Court enters
an order (i) authorizing the sale of the Property to the Buyers
free and clear of all of liens, claims, and interests; (ii)
authorizing him to execute such documents as required under
Colorado law to convey the property to the Buyers; (iii)
authorizing him to pay at closing the closing costs, property
taxes, and other expenses under the Contract; and (iv) granting
such other and further relief as deemed proper.
A copy of the Contract is available at https://tinyurl.com/78jx2fek
from PacerMonitor.com free of charge.
Ralph M. Bonham sought Chapter 11 protection (Bankr. D. Colo. Case
No. 19-18679) on Oct. 7, 2019. The Debtor tapped David Wadsworth,
Esq., at Wadsworth Garber Warner Conrardy, P.C. as counsel.
RAWHIDE RESOURCES: Case Summary & Unsecured Creditor
----------------------------------------------------
Debtor: Rawhide Resources, LLC
510 South Gillette Ave.
Gillette, WY 82716
Business Description: Rawhide Resources is a privately held
company in the oil and gas extraction
business.
Chapter 11 Petition Date: March 24, 2021
Court: United States Bankruptcy Court
District of Wyoming
Case No.: 21-20101
Debtor's Counsel: Keith M. Aurzada, Esq.
REED SMITH LLP
2850 N. Harwood St., Suite 1500
Dallas, TX 75201
Tel: +1 469 680 4211
Tel: 469-680-4200
Fax: 469-680-4299
E-mail: kaurzada@reedsmith.com
Total Assets: $629,609
Estimated Liabilities: $1 million to $10 million
The petition was signed by Thomas R. Wright, as managing member of
Rawhide Resources, LLC.
The Debtor listed Devon Energy Production Co., LP as its sole
unsecured creditor holding a claim of $6,882,699.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/LZHGFWI/Rawhide_Resources_LLC__wybke-21-20101__0001.0.pdf?mcid=tGE4TAMA
REAL ESTATE RECOVERY: YUCCA Buying Crestline Property for $82.5K
----------------------------------------------------------------
Real Estate Recovery Mission asks the U.S. Bankruptcy Court for the
Central District of California to authorize the sale of the real
property located at 24567 St. Moritz Drive, in Crestline,
California, A.P.N. 0337-291—14-000, to YUCCA Valley Property, LLC
and/or assignee, Reza Safaie, for $82,500, free and clear of all
liens, claims and interests, subject to overbid.
A telephonic hearing on the Motion is set for April 22, 2021, at
11:00 a.m. (Call In No.: (877) 412-9748, Passcode 5919677). Any
party wishing to oppose the Motion must file and serve the
opposition 14 days in advance of the hearing and must appear at the
hearing.
The Debtor holds an interest in the Crestline Property, a
lake-front real property, which is an unimproved lot with a lot
size of approximately 7,200 square feet.
The Debtor has the following secured liens against the Crestline
Property: With three cross-collateralized claims favor of Jose Luis
Madrigal and Tridenteam ("Madrigal/Tridenteam Clim"), having a
current estimated payoff amount of $17,017.56.
There is a fourth deed of trust of record in the amount of $50,000
with John M. Magana as beneficiary. The deed of trust arises from
Magana's cross-collateralized loan on the Crestline Property and on
6468 and 6468 and 1/2 Jones Avenue, Riverside, CA 92505. Magana
did not advance a loan on the Crestline Property and the deed of
trust does not a represent a purchase money obligation of the
Debtor. The Magana trust deed was recorded on Dec. 17, 2019 as
instrument no. 2019-0465006. Magana will supply a pay-off demand
to escrow in the amount of $15,000 with a condition that the
secured claim be paid by June 2021.
The Crestline Property is unimproved and the sale transaction is a
simple one. The only known encumbrances or interests to be
satisfied from the proceeds of sale are Madrigal/Tridenteam Claim
and Magana Claim described. The Debtor obtained a Preliminary
Title Report from North American Title Company dated Feb. 16,
2021.
The Crestline Property is also subject to a lien or interest of the
San Bernardino County Tax Collector for general and special taxes
and assessments for the fiscal year 2020-2021 for the first
installment in the amount of $556.38 and a penalty of $65.65. The
Crestline Property is also subject to a lien in favor of the San
Bernardino County Tax Collector for general and special taxes and
assessments for the fiscal year 2018-2019 with the amount to redeem
through March 31, 2021 in the amount of $2,639.89.
The Debtor has no priority unsecured claims and the Debtor has
general unsecured claims of approximately $12,700 as set for in its
Schedules, as amended. It filed the present bankruptcy in order to
reorganize its debts by selling the Crestline Property and other
properties and managing remaining properties to fulfill its mission
to pay its creditors in full. The Debtor's President, Tad Sikora,
is a real estate broker and he has been marketing the Crestline
Property in the ordinary course of the Debtor's business. No real
estate commissions by Mr. Sikora or any other party are sought to
be paid by the Debtor from the proceeds of sale of the Crestline
Property.
On Feb. 18, 2021, the Debtor, subject to Court approval, accepted
the Buyer's Offer to purchase the Crestline Property.
By way of summary, the principal terms of agreement are:
(1) The purchase price is $82,500.
(2) Within 3 days of acceptance, the Buyer will make the
initial deposit of $10,000 into Escrow No. escrow no. 92-13110 with
McKeehan Escrow.
(3) Prior to close of escrow, the Buyer will deposit an
additional $72,500 into escrow.
(4) The Crestline Property will be sold "as is, where is"
with no warranties or representations of any kind whatsoever.
(5) Undisputed liens, if any, will be paid through escrow.
(6) Any disputed liens, or liens and claims that still
require investigation or further proof to establish their validity,
if any, will attach to the net proceeds of the sale.
(7) Escrow is to close 20 days after the acceptance. No
inspections or financing contingencies are required for the
unimproved parcel.
(8) On Feb. 11, 2021, the counsel for the Debtor filed an
Interim Fee Application.
On March 8, 2021, the Court entered the order granting the Fee
Application. As the Debtor is a non-profit entity dependent on
outside contributions, the counsel for the Debtor asks an
additional holdback from the proceeds of sale in the amount of
$15,000 to be devoted to costs of administration subject to
appropriate application and subsequent court approval of any
interim or final fee request or other expenses of administration.
By the Motion, the Debtor proposes that it be authorized to pay the
following additional amounts to the following entities through
escrow:
(1) The Buyer and the Seller will each pay their own escrow
costs.
(2) Closing and recording costs, transfer taxes arising out
of the sale of the Crestline Property, as well as costs of any
title insurance endorsements, are to be paid by the Seller.
(3) Fees and expenses approved by the Court in accordance
with the Interim Fee Application filed on Feb. 12, 2021. On March
8, 2021, the Court entered the order granting the Interim Fee
Application.
The Debtor believes that the Court may require an opportunity for
overbidding prior to the approval of the proposed sale. It is
providing notice of the Motion to sell and the proposed overbidding
procedures to interested parties. The Debtor already has interest
from potential overbidders.
As a result, the Debtor proposes the following overbidding
procedures:
(1) The overbid must be all cash and must be at least $87,500
($5,000 greater than the current offer), with no contingencies to
closing whatsoever.
(2) Any party who would like to bid on the Crestline Property
during the hearing on the Motion must contact the Debtor's counsel
at least 24 hours prior to the hearing and provide evidence of
financial resources to the Debtor's reasonable satisfaction. The
Debtor's counsel will provide an information packet to any party
who would like to bid on the Crestline Property. Any overbidder
must also submit, before the time of the hearing, a deposit for the
purchase ofthe Crestline Property, by cashier's check or other cash
equivalent in the amount of at least $87,500 and provide the Court
and the counsel for all parties' proof of funds and ability to
close within an expeditious manner.
(3) Overbid increments will be $2,500 or such amount as may
be set by the Court after the initial overbid.
Finally, all parties with a lien, claim or interest in the
Crestline Property, and all creditors of the estate, have been
served with notice of the sale and an opportunity to object and the
14-day waiting period could only operate to delay the closing of
escrow to the detriment of the Buyer who is bearing expenses
pending closing. As a result, under these circumstances, the Court
should waive the 14-day stay of Bankruptcy Rule 6004(h) to permit
the Debtor to proceed with the close of escrow on the sale as soon
as possible.
A copy of the Agreement is available at
https://tinyurl.com/epn2d4hn from PacerMonitor.com free of charge.
About Real Estate Recovery Mission
Real Estate Recovery Mission, a tax-exempt real estate agency in
Alhambra, Calif., filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No.
20-19134) on Oct. 7, 2020. In the petition signed by Tad Dionizy
Sikora, director, the Debtor estimated $1 million to $10 million
in assets and $500,000 to $1 million in liabilities.
Judge Vincent P. Zurzolo oversees the case. The Law Offices of
Michael Jay Berger serves as the Debtor's legal counsel.
RESTORENATIONS INC: Case Summary & 4 Unsecured Creditors
--------------------------------------------------------
Debtor: Restorenations, Inc.
16133 Ventura Boulevard
7th Floor
Encino, CA 91436
Business Description: Restorenations, Inc. is primarily engaged in
renting and leasing real estate properties.
Chapter 11 Petition Date: March 24, 2021
Court: United States Bankruptcy Court
Central District of California
Case No.: 21-10500
Debtor's Counsel: Michael E. Plotkin, Esq.
MICHAEL E. PLOTKIN, ATTORNEY AT LAW
80 South Lake Avenue
Suite 702
Pasadena, CA 91101
Tel: (626) 568-8088
Fax: (626) 568-8102
E-mail: mepesq@earthlink.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $100,000 to $500,000
The petition was signed by Steve Awadalla, president.
A copy of the petition containing, among other items, a list of the
Debtor's four unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/2GBU4BA/Restorenations_Inc__cacbke-21-10500__0001.0.pdf?mcid=tGE4TAMA
RICHARD C. ANGINO: Sale of Harrisburg Property for $1.6-Mil OK'd
----------------------------------------------------------------
Judge Henry W. Van Eck of the U.S. Bankruptcy Court for the Middle
District of Pennsylvania authorized Richard C. Angino and Alice K.
Angino to sell the real estate located at and known as 2040 Fishing
Creek Valley Road, in Harrisburg, Dauphin County, Pennsylvania, to
Servant's Oasis for $1.6 million, subject to various costs of
sale.
Each of the Agreement, bills of sales, releases, other agreements,
certificates, assignments, documents and instruments executed in
connection therewith, and all of the other actions contemplated by
the sale of the Real Property are approved and authorized in their
entirety, except as may be modified in the Order.
The Debtors are authorized to perform all of its obligations under
the Agreement. The Sale Transaction is approved pursuant to Code
Sections 105(a), 363(b), 363(f) and 363(n). Any other provisions
of the Bankruptcy Code governing the sale of property free and
clear of all liens, claims, encumbrances and other interests,
outside the scope of the Debtors' ordinary course of business, have
been satisfied.
The Counsel to the Debtors will be provided with a draft of the
Settlement Statement prior to closing.
The Debtors are authorized to execute, deliver, exchange, and
perform under the Agreement and all other documents necessary or
appropriate to consummate sale and transfer of the Real Property to
the Buyer.
The provisions and terms of the short sale approval letter issued
by Wells Fargo Home Mortgage, dated March 4, 2021, is incorporated
in the order by reference.
Pursuant to the Agreement, the Debtors, as the Sellers, will pay
costs and expenses associated with the sale of the Real Property at
closing as follows, subject to any payment amounts set forth on the
Approval Letter:
a. Any notarization or incidental filing charges required to
be paid by the Debtors as the Sellers.
b. All other costs and charges apportioned to the Debtors as
the Dellers;
c. All costs associated with the preparation of the conveyance
instruments and normal services with respect to closing, including
payment of $16,000 on account of legal fees and expenses owed to
Cunningham, Chernicoff & Warshawsky, P.C., professionals, in
connection with implementation of the sale, the presentation and
pursuit of this Motion consummation of closing and otherwise in
connection with this case. All fees and expenses payable to
Cunningham, Chernicoff & Warshawsky, P.C. will be subject to such
approval as the Bankruptcy Court may require. In addition, the
sums set forth in the order will be utilized only for fees incurred
in connection with the bankruptcy case and in connection with
representation of the Debtors and is not a success fee. Any sum
over the amount of approved fees will be escrowed by Cunningham,
Chernicoff & Warshawsky, P.C.
d. Past due real estate taxes and present real estate taxes
pro-rated to the date of closing on the sale.
e. Any municipal charges and liens, if any, pro rated to the
date of closing on the sale.
f. One-half of all transfer taxes which may be owed on account
of the transaction.
g. A commission at the rate of 6% payable to Howard Hanna
Company – Harrisburg, on a co-broker arrangement.
h. Payment of United States Trustee's Fees of up to $16,000,
resulting from the transaction.
Subsequent to the payment of costs of sale as set forth, the
Debtors will pay the net proceeds to Wells Fargo in an amount no
higher than the loan which is secured by the first mortgage lien on
the Real Property by Wells Fargo, provided that the net proceeds
payable to Wells Fargo will be as set forth in the Approval Letter
and at least $1,448,154.56.
Subject to the distributions set forth in the Order, all Liens and
Claims will be transferred and attach to the net proceeds obtained
for the Real Property, subject to the rights, claims, defenses and
objections of the Debtors and all interested parties with respect
to such liens. All holders of recorded Liens and Claims affecting
the Real Property are directed to prepare, and record promptly
after the closing of sale of the Real Property, releases of such
Liens and Claims reasonably satisfactory to the Buyer.
The Order will be effective immediately upon its entry, and the
stay imposed by Bankruptcy Rule 6004 is declared inapplicable and
waived.
Richard C. Angino and Alice K. Angino sought Chapter 11 protection
(Bankr. M.D. Pa. Case No. 20-00031) on Jan. 6, 2020. The Debtors
tapped Robert Chernicoff, Esq., as counsel.
RICHARD YOUNG: Trustee Selling Island 66 Hunting Unit for $170K
---------------------------------------------------------------
H. Kenneth Lefoldt, Jr., the duly appointed Chapter 11 Trustee for
the bankruptcy cases of Richard Young, RTR Farms, Inc. and Double Y
Farms, Inc., asks the U.S. Bankruptcy Court for the Northern
District of Mississippi to authorize the sale of one unit in Island
66 Partnership No. 2, bearing certificate number 283, and one unit
of Island 66 Hunting Club, Inc., bearing stock number 255, to Cindy
Jones and/or assigns for $170,250.
At the time of the filing of the bankruptcy petition, Young was the
owner of the Subject Property.
The Trustee has received an offer from the Buyer for the purchase
of the Subject Property. The purchase price for the Subject
Property is $170,250. The Subject Property will be sold "As Is,
Where Is," in accordance with the terms of the Agreement for the
Sale and Purchase of Units in Partnership and Corporation.
The Trustee requests the Court for authority to sell the Subject
Property free and clear of all liens, interests, encumbrances and
claims. Any and all liens will attach to the sales proceeds. The
partnership dues of $1,000 will be paid at closing. The Buyer will
pay closing costs.
The Trustee asks authority from the Court to execute deeds,
agreement and other documentation required to consummate the sale.
On Nov. 30, 2020, the Trustee filed a Motion to Approve Compromise
and Settlement Regarding Trustee's Claims. Currently the Motion is
under advisement by the Court. The outcome of the Court's ruling
on the Motion will have an effect on whether the net proceeds from
this sale of the Subject Property will be considered a credit under
the proposed settlement agreement. The approval of the Motion to
Sell is not to be construed as an adjudication of any of the terms
of the proposed settlement. However, the net proceeds from the
sale of the Subject Property will be retained by the Trustee for
the benefit of the bankruptcy estate and disbursed according to the
confirmed Chapter 11 Plan.
A copy of the Agreement is available at
https://tinyurl.com/4panp74p from PacerMonitor.com free of charge.
About Richard Young
Richard Young filed for chapter 11 bankruptcy protection (Bankr.
N.D. Miss. Case No. 17-14065) on Oct. 25, 2017, and is represented
by Craig M. Geno, Esq. of the Law Offices of Craig M. Geno, PLLC.
On Oct. 25, 2019, the Court appointed H. Kenneth Lefoldt, Jr. as
the Chapter 11 Trustee.
SHINKUCASI LLC: Lilith Seleika Buying Naples Property for $275K
---------------------------------------------------------------
Shinkucasi, LLC, asks the U.S. Bankruptcy Court for the Middle
District of Florida to authorize the sale of the parcel of property
located at 390 35th Avenue, NE, in Naples, Florida, Parcel No.
38506360009, to Lilith Sileika for $275,000.
The Debtor owns the Real Property, and more fully described as the
East 105 feet of Tract 78, Golden Gate Estates Unit No. 36, A
subdivision according to the map or plat thereof, as recorded In
Plat Book 7, Pages 86 and 87, of the Public Records of Collier
County, Florida.
The Debtor has received an offer from the Buyer to purchase the
Real Property for $275,000, "As Is," and with closing on April 9,
2021. The terms of the offer are set forth in the "As Is"
Residential Contract for Sale and Purchase.
Consummation of the proposed sale may involve the incurrence of and
the payment of certain expenses, including certain appraisals,
title insurance, and other normal costs of closing, payment of
which should be made from the sales proceeds.
The Real Property is encumbered by a lien of Wilmington Trust,
N.A., as Trustee for the Registered holders of Corevest American
Finance 2018-2 Trust, its Successors and/or Assigns.
The Debtor proposes to pay Wilmington Trust (or its designee) the
net proceeds from the sale of the Real Property at closing after
payment of the Closing Costs. Based on the Debtor's schedules and
the prior court approved sale of the property located at 4604
Seminole Street, Fort Myers, Florida 33905, the Debtor alleges that
it owes Wilmington Trust a total of $459,564.47.
Wilmington Trust does not agree that it is the total amount owed by
the Debtor and asserts that the Debtor owes substantially more.
However, both the Debtor and Wilmington Trust believe that
Wilmington Trust is oversecured when taking into account the
current fair market value of all five properties securing the
Debtor's obligations to Wilmington Trust, and both agree that the
Court is not required to, and should not, determine the amount owed
to Wilmington Trust at this time in order to approve the sale of
the Real Property.
Wilmington Trust consents to the sale proposed in the Motion.
The Court has authorized the Debtor to employ MVP Realty
Associates, LLC as broker in connection with the sale of the Real
Property. The Debtor proposes to pay 3% brokerage commission to
MVP and a 3% commission to the Buyer's broker at the closing of the
sale of the Real Property.
The Debtor asks authority to sell the Real Property under the
Contract free and clear of all liens, claims, encumbrances, and
interests. It also asks authority to pay Wilmington Trust (or its
designee), the brokerage commission, and the Closing Costs at the
closing without further order of the Court.
Allowing the Real Property to be sold, and the net proceeds to be
paid to Wilmington Trust, will relieve the Debtor of the burdens of
property ownership, such as insurance and property taxes. The
Debtor believes that the present arms-length sale will achieve
maximum value for the Real Property and therefore the highest
credit towards Wilmington Trust's secured claim. Reducing
Wilmington Trust's secured claim will, in turn, reduce any payment
obligation of the Debtor on Wilmington Trust's secured claim
through a plan.
At the Sale Hearing, the Debtor will ask that the Court enters an
order waiving the 14-day stays set forth in Rules 6004(g) and
6006(d) of the Federal Rules of Bankruptcy Procedure and providing
that the order granting the Sale Motion be immediately enforceable
and that the closing under the Contract may occur immediately.
Finally, the Debtor asks that the Court conducts a hearing on the
Motion on March 25, 2021, shorten for cause the notice periods
provided in Rule 2002(a)(2). Cause in the case exists based on the
timing of the sale in the contract, and the fact that the Debtor's
secured creditor, Wilmington Trust, consents to the sale.
A copy of the Contract is available at https://tinyurl.com/xjv4mhrw
from PacerMonitor.com free of charge.
About Shinkucasi LLC
Shinkucasi LLC sought protection for relief under Chapter 11 of
the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-00019) on Jan. 10,
2021, listing $500,001 to $1 million in both assets and
liabilities. Daniel R Fogarty, Esq. at Stichter, Riedel, Blain &
Postler, P.A., serves as the Debtor's counsel.
SINTX TECHNOLOGIES: Incurs $7 Million Net Loss in 2020
------------------------------------------------------
SINTX Technologies, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$7.03 million on $594,000 of product revenue for year ended Dec.
31, 2020, compared to a net loss of $4.79 million on $689,000 of
product revenue for the year ended Dec. 31, 2019.
As of Dec. 31, 2020, the Company had $30.45 million in total
assets, $4.64 million in total liabilities, and $25.80 million in
total stockholders' equity.
"In previous years we have indicated that there was substantial
doubt as to our ability to continue as a going concern. Depending
on the results of our future operations, we may again have
substantial doubt as to our ability to continue as a going
concern," SINTX said.
"If we seek additional financing to fund our business activities,
investors or other financing sources may be unwilling to provide
additional funding on commercially reasonable terms or at all. If
we seek additional funds and are unable to obtain sufficient
additional funding, our business, prospects, financial condition
and results of operations will be materially and adversely
affected, and we may be unable to continue as a going concern. If
we are unable to continue as a going concern, we may have to
liquidate our assets and may receive less than the value at which
those assets are carried on our consolidated financial statements,
and it is likely that investors will lose all or a part of their
investment. Our future reports may disclose our doubt about our
ability to continue as a going concern," SINTX further said.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/1269026/000149315221006489/form10-k.htm
About SINTX Technologies
Headquartered in Salt Lake City, Utah, SINTX Technologies --
https://ir.sintx.com -- is an OEM ceramics company that develops
and commercializes silicon nitride for medical and non-medical
applications. The core strength of SINTX Technologies is the
manufacturing, research, and development of silicon nitride
ceramics for external partners. The Company manufactures silicon
nitride material and components in its FDA registered and ISO
13485
certified facility.
SKLAR EXPLORATION: May 28 Plan Confirmation Hearing Set
-------------------------------------------------------
Sklar Exploration Company, LLC and Sklarco, LLC, filed with the
U.S. Bankruptcy Court for the District of Colorado an Amended
Disclosure Statement to Accompany Amended and Restated Joint Plan
of Reorganization.
On March 18, 2021, Judge Elizabeth E. Brown approved the Disclosure
Statement and ordered that:
* May 28, 2021 at 1:30 p.m. in the United States Bankruptcy
Court for the District of Colorado is the hearing to consider
confirmation of the Plan.
* April 23, 2021 is the deadline to submit Ballots accepting
or rejecting the Plan.
* April 23, 2021 is the deadline to file objections to
confirmation of the Plan.
* May 21, 2021 is the deadline for the Debtors to file a
Summary Report of the Ballots received reflecting all votes by
class, number of claims and amount of claim.
A copy of the order dated March 18, 2021, is available at
https://bit.ly/3vYmrcZ from PacerMonitor.com at no charge.
Counsel to the Debtors:
Jeffrey S. Brinen
KUTNER BRINEN, P.C.
Keri L. Riley
1660 Lincoln St., Suite 1850
Denver, CO 80264
Telephone: 303-832-2400
Email: klr@kutnerlaw.com
About Sklar Exploration Company
Sklar Exploration Company, LLC -- https://sklarexploration.com/ --
is an independent exploration production company owned and managed
by Howard F. Sklar. With offices in Boulder, Colo., Shreveport,
La., and Brewton, Ala., Sklar owns interests in oil and gas wells
located throughout the United States. Its exploration and
production activities have historically focused on the
hydrocarbon-rich Lower Gulf Coast basins and in the Interior Gulf
Coast basins of East Texas, North Louisiana, South Mississippi,
South Alabama, and the Florida Panhandle.
Sklar Exploration Company and Sklarco, LLC, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Lead Case No.
20-12377) on April 1, 2020. At the time of the filing, Sklar
Exploration had estimated assets of between $1 million and $10
million and liabilities of between $10 million and $50 million.
Sklarco disclosed assets of between $10 million and $50 million and
liabilities of the same range.
Judge Elizabeth E. Brown oversees the cases.
The Debtors tapped Kutner Brinen, P.C., as bankruptcy counsel, and
Berg Hill Greenleaf & Ruscitti, LLP and Armbrecht Jackson, LLP as
special counsel.
The U.S. Trustee for Region 19 appointed a committee to represent
unsecured creditors in the Debtors' Chapter 11 cases. The
Committee is represented by Munsch Hardt Kopf & Harr, P.C.
SUMMIT FINANCIAL: Trustee Selling Plantation Property for $1.6M
---------------------------------------------------------------
Marc P. Barmat, the duly appointed Chapter 7 Trustee of Summit
Financial Corp., asks the U.S. Bankruptcy Court for the Southern
District of Florida to authorize the sale of the commercial
property located at 100 NW 100th Avenue, in Plantation, Florida, to
Markson Hoder Holdings, LLC for $1,574,524.
As a result of a Court-approved settlement and subsequent Special
Warranty Deed recorded in Broward County on Nov. 10, 2020, the
Trustee is the sole owner of the Property. The Trustee entered
into a Court-approved Owner/Seller Brokerage Agreement with Kenneth
E. Morris of Morris Southeast Group, Inc., and agent Jason A. Welt
of Trustee Realty Inc. ("Brokers"), to list, market and sell the
Property. The Brokers have marketed the Property and have
presented the Trustee with a proposed Commercial Contract. It is
an arms'-length transaction.
The proposed Commercial Contract for the sale of the Property to
the Buyer for $1,574,524. A $39,363.10 deposit is being held in
escrow by Mark Kleiner, P.A. The most likely buyer of the Property
is a medical provider. The Buyer is a medical provider.
Among other terms, the Contract is contingent upon the Buyer
obtaining an occupancy license from the city of Plantation. In
order to assist the Buyer (or any other medical provider) obtain an
occupancy license, the Trustee filed with the Court an application
to retain Hope W. Calhoun, Esq. and the firm of Dunay, Miskel and
Backman, LLP as Special Counsel to represent him in land use and
zoning approvals for the Property.
The Court-approved Listing Agreement with the Brokers provides for
a 6% commission to be paid to the Brokers at closing. The Listing
Agreement further provides that in the event a cooperating broker
is used in connection with the sale, the Brokers will offer
compensation to cooperating broker of 2.5%.
The Debtor asks approval and authorization from the Court to
proceed with the sale described free and clear of any liens,
claims, interests, encumbrances, with any such liens, claims and
encumbrances to attach to the proceeds of sale. The Debtor asks
approval to pay all necessary and customary closing costs in
connection with the sale and to pay the brokers' commissions
described in the Motion and in the Listing Agreement.
The Trustee's lien search report as of September 2020 shows there
are no outstanding liens on the Property. The Trustee is not aware
of any liens on the Property. He asks authorization to satisfy any
the outstanding balances from the sale proceeds at closing, along
with the broker's commission due pursuant to the Listing Agreement
and all other reasonable, necessary, and customary closing costs.
Subject to the terms and conditions of the sale set forth in the
Motion, the Trustee in the sound exercise of his business judgment
has concluded that consummation of the sale of the Property to the
proposed Buyer will best maximize the value of the estate for the
benefit of creditors. He respectfully asserts that ample business
justification exists for the sale.
A copy of the Agreement is available at
https://tinyurl.com/ryh3a7af from PacerMonitor.com free of charge.
About Summit Financial Corp
Summit Financial Corp -- https://www.summitfinancialcorp.org/ --
provides financing by purchasing and servicing retail installment
sales contracts originated at franchised automobile dealerships
and
select independent used car dealerships located throughout
Florida,
Alabama, and Georgia. From its location in Plantation, Florida,
Summit Financial provides financing for automobile loans for
customers that fail to meet the standards of financing from
conventional sources, such as most banks, credit unions and other
national finance companies. The Company was founded in 1984.
Summit Financial filed a Chapter 11 petition (Bankr. S.D. Fla.
Case
No. 18 13389) on March 23, 2018. In the petition signed by David
Wheeler, vice president, the Debtor estimated $100 million to $500
million in assets and liabilities.
Judge Raymond B Ray presides over the case.
Leiderman Shelomith Alexander + Somodevilla, PLLC, is serving as
general bankruptcy counsel to the Debtor. Douglas J. Jeffrey,
P.A., led by principal Douglas J. Jeffrey, is serving as general
counsel and special counsel to the Debtor. Moecker Auctions,
Inc.,
is the appraiser. Dinnall Fyne & Company Inc., is the accountant.
Ideal Corporate Funding, Inc., has been tapped by the Debtor to
evaluate its strategic options with respect to securing financing.
The U.S. Trustee for Region 21 on April 20, 2018, appointed seven
creditors to serve on the official committee of unsecured
creditors
in the Chapter 11 case. The Committee retained Craig A. Pugatch
and Rice Pugatch Robinson Storfer & Cohen, PLLC as its counsel;
and
KapilaMukamal, LLP as its forensic accountant and financial
advisor.
Marc P. Barmat is the duly appointed and acting Chapter 7 Trustee.
TIMBER PHARMACEUTICALS: Incurs $15.1 Million Net Loss in 2020
-------------------------------------------------------------
Timber Pharmaceuticals, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$15.12 million on $453,810 of grant revenues for the year ended
Dec. 31, 2020. For the period from Feb. 26, 2019, through Dec. 31,
2019, the Company reported a net loss of $3.04 million on $270,538
of grant revenues.
John Koconis, chief executive officer of Timber, commented, "Timber
continued to make progress on all fronts in the fourth quarter,
reflecting the Company's lean operating structure and focus on cost
containment. As a result of the waiver agreement and warrant
exercise activity in the fourth quarter, we believe we are on
firmer financial ground to achieve our strategic goals, and we
expect that we have sufficient capital to reach top line data
readouts for our two ongoing Phase 2b trials."
Alan Mendelsohn, M.D., chief medical officer of Timber, added,
"Earlier this month we announced that 50% of patients in the Phase
2b CONTROL study have now been randomized, a significant
achievement against the backdrop of the global pandemic. Looking
ahead, we expect to reach significant milestones in 2021 including
completion of enrollment for the Phase 2b clinical studies for both
TMB-001 and TMB-002, topline data readout in the third quarter and
an End-of-Phase 2 meeting with the FDA in the fourth quarter."
As of Dec. 31, 2020, the Company had $11.63 million in total
assets, $2.11 million in total liabilities, $1.91 million in
redeemable series A convertible preferred stock, and $7.61 million
in total members' and stockholders' equity.
Short Hills, New Jersey-based KPMG LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
March 23, 2021, citing that the Company has suffered recurring
losses from operations that raise substantial doubt about its
ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/1504167/000110465921040402/tm215519d1_10k.htm
About Timber Pharmaceuticals
Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation --
http://www.timberpharma.com-- is a biopharmaceutical company
focused on the development and commercialization of treatments for
orphan dermatologic diseases. The Company's investigational
therapies have proven mechanisms-of-action backed by decades of
clinical experience and well-established CMC (chemistry,
manufacturing and control) and safety profiles. The Company is
initially focused on developing non-systemic treatments for rare
dermatologic diseases including congenital ichthyosis (CI), facial
angiofibromas (FAs) in tuberous sclerosis complex (TSC), and
localized scleroderma.
TOUCHPOINT GROUP: Signs $5M Standby Equity Commitment Agreement
---------------------------------------------------------------
Touchpoint Group Holdings, Inc. entered into a standby equity
commitment agreement, dated March 15, 2021 with MacRab LLC, a
Florida limited liability company. The SECA provides the Company
with an option to sell up to $5,000,000 worth of the Company's
common stock, par value $0.0001, to MacRab, in increments, over the
period ending 24 months after the date the Registration Statement
is deemed effective by the SEC, pursuant to the terms and
conditions contained in the SECA. The purchase price per share,
for each respective put under the SECA, is equal to 90% of the
average of the two lowest volume weighted average prices of the
Common Stock during the eight trading days following the clearing
date associated with the respective put under the SECA.
Additionally, the Company issued a common stock purchase warrant
for the purchase of 2,272,727 shares of the Company's common stock
to MacRab as a commitment fee in connection with the execution of
the SECA.
The Company also entered into a registration rights agreement,
dated March 15, 2021 with MacRab on March 16, 2021, which requires
the Company to file a registration statement providing for the
registration of the Common Stock issuable to MacRab under the SECA
and Warrant, and the subsequent resale by the investor of such
Common Stock.
About Touchpoint
Touchpoint Group Holdings, Inc., headquartered in Miami, Florida,
-- http://www.touchpointgh.com-- is a holding company which,
through the Company's operating subsidiaries, is engaged in media
and digital technology, primarily in sports entertainment and
related technologies that bring fans closer to athletes and
celebrities.
Touchpoint Group reported a net loss of $6.63 million for the year
ended Dec. 31, 2019, compared to a net loss of $14.58 million for
the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company
had $4.14 million in total assets, $3.35 million in total
liabilities, $605,000 in temporary equity, and $191,000 in total
stockholders' equity.
Cherry Bekaert LLP, in Tampa, Florida, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
April 24, 2020 citing that the Company has recurring losses and
negative cash flows from operations that raise substantial doubt
about its ability to continue as a going concern.
TRI-STATE PAIN: Creditors' Committee Opposes Disclosures
--------------------------------------------------------
The Official Creditors' Committee for Debtor Tri-State Pain
Institute, LLC objects to Debtor's Disclosure Statement to
Accompany Plan dated February 15, 2021, as follows:
* The Disclosure Statement fails to provide adequate
information as to the payment of administrative fees, only to say
that they will be payable upon confirmation of plan.
* The Disclosure Statement fails to provide adequate
information as to the funding of the payments to the general
unsecured creditors and the likelihood that the Debtor will be able
to make the payments.
* The Disclosure Statement fails to provide adequate
information regarding the alternatives to the Plan.
* The Disclosure Statement reports negative projected cash
flow and does not explain how the Debtor will overcome this
projection.
In light of the Small Business Administration's Objections to
bifurcation of the general unsecured claims, it may be beneficial
to establish a separate Convenience Class for all general unsecured
creditors with claims under $1,000 to be paid in full. Assuming a
5% percent distribution to the general creditors, allowing other
general creditors to elect this option to accept $1,000 as payment
in full would effectively benefit any general unsecured creditor
with a claim under $20,000.
A full-text copy of the Creditors' Committee's objection dated
March 18, 2021, is available at https://bit.ly/2P69e1k from
PacerMonitor.com at no charge.
Attorneys for the Official Committee of Unsecureds:
KNOX McLAUGHLIN GORNALL & SENNETT, P.C
Guy C. Fustine
PA I.D. No. 37543
120 West Tenth Street
Erie, Pennsylvania 16501-1461
Tel: (814) 459-2800
E-mail: gfustine@kmgslaw.com
About Tri-State Pain Institute
Tri-State Pain Institute, LLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Pa. Cas No. 20-10049) on
January 23, 2020. At the time of the filing, the Debtor had
estimated assets of between $500,001 and $1 million and liabilities
of between $1,000,001 and $10 million.
Judge Thomas P. Agresti oversees the case. The Debtor tapped
Marsh, Spaeder, Baur, Spaeder, and Schaaf, LLP, as the legal
counsel and Coldwell Banker Select, Realtors as real estate
broker.
On February 14, 2020, the U.S. Trustee for Regions 3 and 9
appointed a Committee of unsecured creditors in the Debtor's
Chapter 11 case. The Committee is represented by Knox, McLaughlin,
Gornall & Sennett, P.C.
TRI-STATE PAIN: Creditors' Committee Says Disclosures Insufficient
------------------------------------------------------------------
The Official Creditors' Committee for Tri-State PainInstitute, LLC
filed an objection to the Disclosure Statement accompanying
Tri-State's Plan.
On Feb. 15, 2021, Tri-State Pain Institute, LLC, filed with the
U.S. Bankruptcy Court for the Western District of Pennsylvania a
Disclosure Statement and Plan.
According to the Committee, the Tri-State Disclosure Statement
fails to provide adequate information of a kind, and in sufficient
detail, that would enable a hypothetical investor typical of the
holders of claims or interests in the case to make an informed
judgment about the Plan, as required by 11 U.S.C. Sec. 1125.
In its objection, the Committee points out that:
* The Disclosure Statement fails to provide adequate
information as to the payment of administrative fees, only to say
that they will be "payable upon confirmation of plan". However, it
should be noted, that the Debtors' attorneys are working with
counsel for the Committee regarding a stipulation on the reduction
and payment of administrative fees.
* The Disclosure Statement fails to provide adequate
information as to the funding of the payments to the general
unsecured creditors and the likelihood that the Debtor will be able
to make the payments.
* The Disclosure Statement fails to provide adequate
information regarding the alternatives to the Plan.
* The Disclosure Statement reports negative projected cash flow
and does not explain how the Debtor will overcome this projection.
In light of the Small Business Administration's Objections to
bifurcation of the general unsecured claims, the Committee believes
it may be beneficial to establish a separate "Convenience Class"
for all general unsecured creditors with claims under $1,000 to be
paid in full. Assuming a 5 percent distribution to the general
creditors, allowing other general creditors to elect this option to
accept $1,000 as payment in full would effectively benefit any
general unsecured creditor with a claim under $20,000.
The Committee's counsel:
KNOX McLAUGHLIN GORNALL & SENNETT, P.C.
Guy C. Fustine
120 West Tenth Street
Erie, Pennsylvania 16501-1461
Tel: (814) 459-2800
E-mail: gfustine@kmgslaw.com
About Tri-State Pain Institute
Tri-State Pain Institute, LLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Pa. Cas No. 20-10049) on Jan.
23, 2020. At the time of the filing, the Debtor had estimated
assets of between $500,001 and $1 million and liabilities of
between $1,000,001 and $10 million.
Judge Thomas P. Agresti oversees the case.
The Debtor tapped Marsh, Spaeder, Baur, Spaeder, and Schaaf, LLP,
as the legal counsel and Coldwell Banker Select, Realtors as real
estate broker.
On February 14, 2020, the U.S. Trustee for Regions 3 and 9
appointed a Committee of unsecured creditors in the Debtor's
Chapter 11 case. The Committee is represented by Knox, McLaughlin,
Gornall & Sennett, P.C.
TRI-STATE PAIN: TIAA Commercial Says Plans Unconfirmable
--------------------------------------------------------
TIAA Commercial Finance, Inc., objects to Disclosure Statement and
Confirmation of Plan of Debtors Tri-State Pain Institute, LLC and
Dr. Joseph Martin Thomas.
TIAA claims that neither the TSPI Disclosure Statement nor the Dr.
Thomas Disclosure Statement should be approved because each
contains inadequate information regarding the intention of the
Debtor with regard to the remaining assets in the possession of
TSPI and Dr. Thomas, including the TIAA Medical Equipment.
TIAA points out that the plan is unconfirmable since there remain
issues to be determined by this Court including but not limited to
whether all assets and liabilities of the debtors have been
properly made part of the estate and, are therefore part of the
Court's analysis.
TIAA asserts that the Debtors proposed treatment of TIAA under the
Plan is unacceptable to TIAA in that it unfairly discriminates
against the claim of TIAA by revoking the previous offer to pay
TIAA the sum of $900,000.00 for the stipulated value of the TIAA
Medical Equipment.
TIAA further asserts that the Plan focuses on the sale of real
property which is encumbered and which will not be released by the
first mortgage holder thus making the Plans unconfirmable.
TIAA states that Debtor Dr. Thomas has improperly divided Class 5
into two classes, Class 5(a) and (b), and provides vastly divergent
treatment between the subclasses. TIAA objects to such treatment on
the ground that the Plans must provide the same treatment of each
claim within a designated class.
TIAA objects to the Plans on the ground that it is an
administrative creditor of the estate and demands that its claim
for unpaid rent from the date of the petition and continuing
hereafter be included for payment in the Plans.
A full-text copy of TIAA's objection dated March 18, 2021, is
available at https://bit.ly/3fi25pg from PacerMonitor.com at no
charge.
Attorney for TIAA Commercial:
Michael F.J. Romano, Esquire . PA Bar ID. 52268
Romano, Garubo & Argentieri,
Counselors at Law, LLC
P.O. Box 456, 52 Newton Avenue
Woodbury, New Jersey 08096
Tel: (856) 384-1515
E-mail: mromano@rgalegal.com
About Tri-State Pain Institute
Tri-State Pain Institute, LLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Pa. Cas No. 20-10049) on
January 23, 2020. At the time of the filing, the Debtor had
estimated assets of between $500,001 and $1 million and liabilities
of between $1,000,001 and $10 million.
Judge Thomas P. Agresti oversees the case. The Debtor tapped
Marsh, Spaeder, Baur, Spaeder, and Schaaf, LLP, as the legal
counsel and Coldwell Banker Select, Realtors as real estate
broker.
On February 14, 2020, the U.S. Trustee for Regions 3 and 9
appointed a Committee of unsecured creditors in the Debtor's
Chapter 11 case. The Committee is represented by Knox, McLaughlin,
Gornall & Sennett, P.C.
TRI-STATE PAIN: Wells Fargo Says Plan Not Confirmable
-----------------------------------------------------
Wells Fargo Bank, National Association, filed an objection to
Disclosure Statements in support of the Plans filed by Dr. Joseph
Martin Thomas and Tri-State Pain Institute, LLC.
Wells Fargo points out the plans were not proposed in Good Faith:
* These Chapter 11 Cases have been lingering for over a year
with no end in sight for a realistic way out of the Debtors' cash
flow problems.
* Wells Fargo respectfully submits that the Plans to reorganize
at this juncture have not been proposed in good faith and they have
very little likelihood that they will succeed.
* The filing of the Plans appears to be a tactic to delay
inevitable liquidations.
* The most important feature of the Plans and Disclosure
Statements involves the sale of the Tri-State Building and the 2374
Village Common Vacant Land. Wells Fargo does not consent to such a
sale on the terms as proposed in the Plans and Disclosure
Statements.
* The Plans and Disclosure Statement inaccurately report an
initial bid of $3,400,000 for the Tri-State Building and adjacent
2374 Village Common Vacant Land. Upon information and belief, the
Kramer bid has been reduced to $3,150,000.
* Wells Fargo does not consent to the proposed carve-out of the
$250,000 to be set-aside for payment for the attorney's
compensation in these Chapter 11 Cases.
* The Class 4 Claims of Wells Fargo is not accurate. Such claim
should be at least $3.64 million, not $3.50 million on the 2374
Village Common Loan. Wells Fargo reserves any and all rights to
amend this claim.
* The Class 5 Claim of Wells Fargo is also not accurate. This
claim is around $439,000, not the $424,000 set forth in the
Tri-State Disclosure Statement. Wells Fargo reserves any and all
rights to amend this claim.
* In Dr. Thomas's Chapter 11 Case, Dr. Thomas understates his
objection listing a claim amount of $415,000, when the amount is
over $439,000.
Wells Fargo further points out the Tri-State Plan is not feasible
and thus patently unconfirmable:
* A debtor must prove the ability to raise sufficient revenues
to cover expenses and creditor payments. The Tri-State Plan fails
entirely in that regard.
* A debtor must prove the ability to raise sufficient revenues
to cover expenses and creditor payments. The Tri-State Plan fails
entirely in that regard.
* The Tri-State Plan's most glaring defect of the Tri-State Plan
and Disclosure Statement is the Projected Profit & Loss Statement
attached as an Exhibit for the period February 2021 through January
2022. This projects significant negative monthly cash flows and
evidences a likelihood that Dr. Thomas will not be able to cover
expenses without a significant alteration of his business plan.
Other than a move to a new location, creditors are not provided
with that information. Notably, the Projection also does not
account for the proposed remittance to Wells Fargo of $2,763 by
Tri-State Pain on behalf of the Greater Erie equipment.
* In the Dr. Thomas Disclosure Statement, Dr. Thomas admits that
"with probable changes to Dr. Thomas current business model, his
present and anticipated compensation becomes very uncertain."
According to Wells Fargo, Dr. Thomas's Plan is as equally
troubling. The Dr. Thomas Disclosure Statement states expressly
that the Debtor currently has no projected disposable income but
may have some non-exempt equity in assets. This equity is also
"highly speculative" because it is wholly dependent on the purchase
price for the sale of his home.
Counsel for Wells Fargo Bank National Association:
Salene Mazur Kraemer, Esq.
BERNSTEIN-BURKLEY, P.C.
707 Grant Street, Suite 2200 Pittsburgh, PA 15219
Tel: (412)456-8100
Fax: (412) 456-8135
E-mail: skraemer@bernsteinlaw.com
About Tri-State Pain Institute
2374 Village Common Drive, LLC LLC is the entity that owns the
commercial property, both the Tri-State Building and the Village
Common Vacant Land Property out of which Tri-State Pain Institute,
LLC, runs its operations. Tri-State Pain leases the properties
from 2374 LLC. Dr. Thomas is the sole member of 2374 LLC and the
Tri-State Pain.
Tri-State Pain Institute, LLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Pa. Cas No. 20-10049) on Jan.
23, 2020. At the time of the filing, the Debtor had estimated
assets of between $500,001 and $1 million and liabilities of
between $1,000,001 and $10 million.
On May 6, 2020, Dr. Joseph Martin Thomas filed a voluntary petition
for relief under chapter 11 of the Title 11 of the Bankruptcy Code
(Case 20-10334).
On March 5, 2021, 2374 Village Common Drive, LLC, filed a voluntary
petition for relief under chapter 11 of the Title 11 of the
Bankruptcy Code (Case No. 21-10118).
Judge Thomas P. Agresti oversees the case.
The Debtor tapped Marsh, Spaeder, Baur, Spaeder, and Schaaf, LLP,
as the legal counsel and Coldwell Banker Select, Realtors as real
estate broker.
On February 14, 2020, the U.S. Trustee for Regions 3 and 9
appointed a Committee of unsecured creditors in the Debtor's
Chapter 11 case. The Committee is represented by Knox, McLaughlin,
Gornall & Sennett, P.C.
TRI-STATE PAIN: Wells Fargo Says Plans Not Filed in Good Faith
--------------------------------------------------------------
Wells Fargo Bank National Association objects to Disclosure
Statements of Debtors Dr. Joseph Martin Thomas and Tri-State Pain
Institute, LLC.
Wells Fargo objects to the Plans because they do not provide
adequate information from which Wells Fargo or any other creditor
can make an informed decision about the Plans in Chapter 11
bankruptcies. The Plans were not proposed in good faith and
glaringly lack feasibility and any likelihood of reorganization
gives the Projections provided.
Wells Fargo does not consent to such a sale on the terms as
proposed in the Plans and Disclosure Statements. Wells Fargo
incorporates in its entirety that certain motion for relief from
stay pursuant to 11 U.S.C. Sec. 362 or alternative dismissal or
conversion of a case or appointment of Chapter 11 Trustee, filed in
all three Chapter 11 Cases currently scheduled to be heard for
April 25, 2021.
Wells Fargo asserts that its Class 4 Claim is not accurate. Such
claim should be at least $3.64 million, not $3.50 million on the
2374 Village Common Loan. This amount also does not reflect the
$29,000 cash pay
ment directed by this Court for 2374 Village Common Drive, LLC to
make on the 2374 Village Common Loan.
Wells Fargo further asserts that its Class 5 Claim is also not
accurate. This claim is around $439,000, not the $424,000 set forth
in the Tri-State Disclosure Statement. Wells Fargo reserves any and
all rights to amend this claim.
Wells Fargo points out that Tri-State Plan's most glaring defect of
the Tri-State Plan and Disclosure Statement is the Projected Profit
& Loss Statement attached as an Exhibit for the period February
2021 through January 2022. This projects significant negative
monthly cash flows and evidences a likelihood that Dr. Thomas will
not be able to cover expenses without a significant alteration of
his business plan.
A full-text copy of Wells Fargo's objection dated March 18, 2021,
is available at https://bit.ly/2Qt6Rpx from PacerMonitor.com at no
charge.
Counsel for Wells Fargo:
BERNSTEIN-BURKLEY, P.C.
Kraemer Salene Mazur Kraemer, Esq. PA I.D. #86422
skraemer@bernsteinlaw.com
707 Grant Street, Suite 2200
Pittsburgh, PA 15219
Phone: (412)456-8100
Fax: (412) 456-8135
About Tri-State Pain Institute
Tri-State Pain Institute, LLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Pa. Cas No. 20-10049) on
January 23, 2020. At the time of the filing, the Debtor had
estimated assets of between $500,001 and $1 million and liabilities
of between $1,000,001 and $10 million.
Judge Thomas P. Agresti oversees the case. The Debtor tapped
Marsh, Spaeder, Baur, Spaeder, and Schaaf, LLP, as the legal
counsel and Coldwell Banker Select, Realtors as real estate
broker.
On Feb. 14, 2020, the U.S. Trustee for Regions 3 and 9 appointed a
Committee of unsecured creditors in the Debtor's Chapter 11 case.
The Committee is represented by Knox, McLaughlin, Gornall &
Sennett, P.C.
TROIANO TRUCKING: Trustee's Modified APA on All Assets Sale Okayed
------------------------------------------------------------------
Judge Christopher J. Panos of the U.S. Bankruptcy Court for the
District of Massachusetts authorized Steven Weiss, the duly
appointed Chapter 11 Trustee of Troiano Trucking, Inc., and Troiano
Realty, LLC, to enter into a modified asset purchase agreement with
Waste to Feed, Inc. in connection with the sale of substantially
all of the Debtors' assets for $3 million, that set forth their
mutual agreements with respect to application of insurance proceeds
resulting from the fire so as to allow Trustee and the Purchaser to
consummate closing of the Amended APA.
No objections have been filed.
A copy of the APA is available at https://tinyurl.com/e35d26ep from
PacerMonitor.com free of charge.
About Troiano Trucking
Troiano Trucking, Inc. -- http://www.troianotrucking.com/-- is a
privately held company in Grafton, Mass., in the waste hauling
business. The company maintains a fleet of four trucks, which
allows it to service its customers with removal of bakery waste,
rubbish, demolition materials and recyclables. It serves
construction companies, roofing companies, bakeries and individual
home owners.
Troiano Realty, LLC, is a real estate lessor whose principal
assets
are located at 109 Creeper Hill Road, North Grafton, Mass. The
property is valued at $1.48 million based on tax valuation
assessment method.
Troiano Trucking and Troiano Realty sought protection under
Chapter
11 of the Bankruptcy Code (Bankr. D. Mass. Lead Case No. 19-40656)
on April 23, 2019. At the time of the filing, Troiano Trucking
was
estimated to have assets and liabilities of between $1 million and
$10 million. Troiano Realty disclosed $1,485,000 in assets and
$4,220,210 in liabilities.
UNIQUE CASEWORK: Seeks Cash Collateral Access
---------------------------------------------
Unique Casework Installations, Inc. asks the U.S. Bankruptcy Court
for the Northern District of Illinois, Eastern Division, for entry
of an agreed order authorizing the use of cash collateral.
The Debtor requires immediate use of cash collateral to continue
operation of its business.
The U.S. Internal Revenue Service claimed, and the Debtor
acknowledged, that the IRS has a valid lien upon property of the
Debtor existing as of the date of the filing of the petition herein
including accounts receivable, inventory and cash proceeds
thereof.
The IRS has indicated a willingness to consent to the Debtor's use
of cash collateral provided the IRS is granted adequate protection
pursuant to 11 U.S.C. section 361 (e).
The IRS has a secured claim of $1,761,316.81.
The Debtor and the IRS have agreed that the debtor will pay
$2,886.90 commencing upon entry of the order and continuing on the
first day of each month thereafter until confirmation as adequate
protection payments.
The lien granted to the service will be valid and perfected, and
enforceable without further action by the Debtor or the IRS.
A copy of the motion is available at https://bit.ly/3cl3Ksv from
PacerMonitor.com.
About Unique Casework Installations, Inc.
Unique Casework Installations, Inc. filed its voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ill. Case No. 20-22262) on Dec. 31, 2020. Unique Casework
President Patricia Davis signed the petition. At the time of
filing, the Debtor disclosed up to $500,000 in assets and up to $10
million in liabilities.
Judge Jacqueline P. Cox oversees the case.
William E. Jamison, Jr., Esq., serves as the Debtor's legal
counsel.
US REAL ESTATE: Trustee Selling Real Property in Dayton, Ohio
-------------------------------------------------------------
Eric Johnson, the trustee appointed in the Chapter 11 cases of US
Real Estate Equity Builder, LLC, and US Real Estate Equity Builder
Dayton, LLC, asks the U.S. Bankruptcy Court for the District of
Kansas to authorize the sale of the real property commonly known as
310 S. Jefferson Street, in Dayton, Ohio.
USREEB Dayton listed in its schedules the Real Property. USREEB
listed the property as having a value of $350,000 in the
schedules.
Prior to the Trustee's appointment, USREEB engaged Crest Commercial
Realty ("Broker") to market and sell the Real Property.
Contemporaneously with the Motion, the Trustee has sought to employ
the Broker for the Trustee.
The Trustee currently believes there is a prospective non-insider
purchaser interested in the property that would pay the costs of
the sale, real estate taxes, and secured lender in full and render
certain equity to the estate. He contemplates that such
negotiations could be concluded prior to April 1 Omnibus hearing.
In order to timely close on the sale, the Trustee intends to seek
approval of this potential sale on the April 1, 2021 omnibus
hearing. He will supplement the Motion with the details of the
potential sale prior to April 1, 2021 including any potential
purchase agreement. If a contract has not been reached by April 1,
2021, the Trustee will either withdraw the motion and/or seek to
continue the same to the May 6, 2021 docket to allow negotiations
to be finalized.
Montgomery County, Ohio may claim a lien on the Real Property to
secure unpaid real estate taxes. The current amount of real
property taxes is approximately $63,347.
Joseph and Carolyn Winblad ("Lender") assert an interest in the
Real Property pursuant to a Mortgage recorded on May 23, 2017 in
Montgomery County, Ohio as File # 2017-00030262, securing amounts
owed by USREEB to the Lender. The Lender recently filed a proof of
claim asserting a claim of $212,974.25. The Trustee proposes that
any lien of the Lender attach to the net sale proceeds.
The Trustee asks to compensate the Broker for the sales commission
from the sales proceeds. He believes the Broker's compensation is
reasonable and was incurred as an actual, necessary expense for the
estate. The Broker assisted with negotiating and obtaining the
offer from the Buyer.
Thus, in addition to other customary closing costs and taxes, the
Trustee asks authority to pay the following at closing of the sale:
(i) the Broker's sale commission; and (ii) the broker commission
for the Buyer. The Trustee has sought employment of the Broker by
separate application.
Any other liens will attach to the remaining sale proceeds. All
net proceeds will be paid to Trustee and held in his account for
the USREEB estate. The Trustee intends to file a motion to
disburse proceeds to the Lender less amounts necessary to cover
applicable United States Trustee Fees, his reasonable fees and
expenses related to the preservation and disposal of the Real
Property, and any amounts necessary to cover any capital gains or
income tax incurred by the bankruptcy estate associated with the
sale, if any.
Further, such disbursement should not act as a waiver of any claims
the Trustee (or any other party) may have against the Lender and
all such claims are expressly preserved.
The Trustee will attempt and is optimistic that an agreement with
the Lender may be reached prior to April 1, 2021 regarding
distribution of sale proceeds and to the extent an agreement can be
reached, will request that any sale order authorize the payment of
Lender out of the sale proceeds.
The Trustee asks that the order upon the Motion provides that, upon
entry, the Sale Order be immediately enforceable, notwithstanding
Bankruptcy Rules 6004 and 6006. The proposed sale and prompt
consummation thereof are in the best interest of USREEB Dayton and
its estate, and the Trustee wants to prevent any further delays in
closing the proposed sale.
About US Real Estate Equity Builder
US Real Estate Equity Builder LLC is primarily engaged in renting
and leasing real estate properties.
US Real Estate Equity Builder and its affiliate, US Real Estate
Equity Builder Dayton, LLC, filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Lead Case
No. 20-21358) on Oct. 2, 2020. Judge Robert D. Berger oversees
the
cases.
At the time of the filing, US Real Estate Equity Builder disclosed
$5,281,000 in assets and $13,985,020 in liabilities. US Real
Estate
Equity Builder Dayton disclosed between $1 million and $10 million
in both assets and liabilities.
George J. Thomas, Esq., at Phillips & Thomas LLC, is the Debtors'
legal counsel.
The Office of the U.S. Trustee appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
The committee is represented by Sader Law Firm.
Eric L. Johnson, the court-appointed Chapter 11 trustee, is
represented by Spencer Fane LLP.
US REALM POWDER: Seeks Approval to Hire Litigation Solutions
------------------------------------------------------------
US Realm Powder River, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Wyoming to employ Litigation Solutions,
Inc.
The firm will assist in processing documents for review and
production, organizing data based on discovery requests for
document production, and other related services.
The firm will be paid based upon its normal and usual hourly
billing rates. It will also receive reimbursement for
out-of-pocket expenses incurred.
As disclosed in a court filing, Litigation Solutions is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Litigation Solutions, Inc.
7936 E Arapahoe Ct Ste 3200
Englewood, CO 80112-6866
Tel: (303) 820-2000
About US Realm Powder River
US Realm Powder River, LLC, previously known as Moriah Powder
River, LLC, is a privately held natural gas company with
headquarters in Sheridan, Wyo., and operates in the Powder River
Basin located in northeast Wyoming.
US Realm Powder River filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No.
19-20699) on Oct. 31, 2019. Craig Camozzi, chief operating
officer, signed the petition.
At the time of filing, the Debtor estimated $100 million to $500
million in assets and $50 million to $100 million in liabilities.
Judge Cathleen D. Parker oversees the case.
Markus Williams Young & Zimmermann LLC and Hall & Evans, LLC serve
as the Debtor's bankruptcy counsel and special counsel,
respectively.
VANTAGE POINT: May 20 Plan Confirmation Hearing Set
---------------------------------------------------
Vantage Point Apparel Software, Inc., on March 18, 2021, submitted
a Second Amended Disclosure Statement describing Subchapter V
Chapter 11 Plan of Reorganization dated January 25, 2021.
The Bankruptcy Court has scheduled May 20, 2021 at 10:30 a.m. as
the Plan Confirmation Hearing.
The Amended Disclosure Statement does not alter the proposed
treatment for creditors:
* Class 1 consists of the Secured claim of the Internal
Revenue Service. The claim amount of $106,415.00 due on the IRS
Secured Obligation will be paid over 60 months, at 5% interest per
annum, with monthly intervals of one payment due per interval,
beginning on first day of the first full month following the
Effective Date, starting on the first day of the first full month
following the Effective Date, and ending on 60th Payment, resulting
in the claim being paid in full during the payment term.
* Class 4 general unsecured creditors will be paid a dividend
of 2.9% of their allowed claims, with quarterly payments for 60
months following the Effective Date, in the escalating quarterly
amounts. Each class member will be paid on a pro rata basis
together with all other members of Class 4. In other words, each
Class 4 member will be distributed its share of the whole quarterly
distribution in proportion to its share of the total of Class 4
claims.
In the event that the Plan is confirmed, the Debtor will create a
distribution fund of $25,000 ("Class 4 Incentive Fund") in year 5
of the plan. All Class 4 creditors will then receive an additional
distribution from the Class 4 Incentive Fund on a pro rata basis
derived from the valuation of said creditor's allowed claim.
Distribution of the Class 4 Incentive Fund will be made to
creditors as provided no later than 60 months following the
Effective Date.
These payments will ensure that the general unsecured creditors
will receive no less than 2.9% of the allowed claims. If the Plan
is confirmed as a consent plan, an additional $25,000 will be paid
to the Class 4 creditors, providing them with 5.5% of their allowed
claims.
The funding of the Plan will be accomplished through available cash
on the Effective Date of the Plan and future disposable income
obtained through the Debtor's business activities.
A full-text copy of the Second Amended Disclosure Statement dated
March 9, 2021, is available at https://bit.ly/3tULZpU from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Michael Jones, CA
M. Jones & Associates, PC
505 North Tustin Ave, Suite 105
Santa Ana, CA 92705
Telephone: (714) 795-2346
Facsimile: (888) 341-5213
E-mail: mike@MJonesOC.com
About Vantage Point Apparel Software
Vantage Point Apparel Software is a software company that creates
software for use in the apparel industry. It has developed a base
software package that is used for wholesale sales and Vantage Point
Apparel Software, Inc., manufacturing of apparel. The only
shareholder and principal is Mr. Lonnie Tee.
Vantage Point Apparel Software, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. C.D. Cal. Case No. 20-10936) on March 16, 2020.
The Debtor tapped M. Jones and Associates, PC, as counsel.
VIDEO RIVER: Signs Non-Binding LOI to Form JV With Lingstar
-----------------------------------------------------------
Video River Networks, Inc. (OTC "NIHK") entered into a non-binding
letter of intent to form a Joint Venture with Lingstar Co., a Xian,
Shaanxi, China company, for the purpose of engaging in the
sourcing, designing, developing, manufacturing and distribution of
high-performance, affordable and fully electric vehicles in North
America, Asia and Africa.
The proposed transaction calls for NIHK and Lingstar to form a new
company under the Chinese law which will be qualified to transact
business generally (but will focus on sourcing, designing,
developing, manufacturing and distribution of high-performance,
affordable and fully electric vehicles) in China, North America and
West Africa. The China-based Joint-Venture will be funded
initially by NIHK with a contribution enough to facilitate the
processing of the business registration and obtaining all necessary
licenses to conduct the business of sourcing, designing,
developing, manufacturing in exchange for 51% ownership of the
Joint Venture.
A full-text copy of the Letter of Intent is available for free at:
https://www.sec.gov/Archives/edgar/data/1084475/000176031921000025/nihk-letterofintentforpropos.htm
About Video River
Headquartered in Torrance, California, Video River Networks, Inc.
has two lines of real estate business: (1) promote and preserve
affordable housing and economic development across urban
neighborhoods in the United States; and (2) acquire hold and manage
specialized assets including hemp and cannabis farms, dispensaries,
CBD related commercial facilities, industrial and commercial real
estate, and other real estate related services to the CBD and the
legal cannabis industry.
As of Sept. 30, 2020, the Company had $1.01 million in total
assets, $1.09 million in total liabilities, and a total
stockholders' deficit of $76,497.
Dylan Floyd Accounting & Consulting, in Newhall, California, the
Company's auditor since 2020, issued a "going concern"
qualification in its report dated July 24, 2020, citing that the
Company has an accumulated deficit of $19,150,865 for the year
ended Dec. 31, 2019. These factors raise substantial doubt about
the Company's ability to continue as a going concern.
VISTAGEN THERAPEUTICS: Acuta Capital Reports 8.4% Equity Stake
--------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, these entities reported beneficial ownership of shares
of common stock of VistaGen Therapeutics, Inc. as of March 12,
2021:
Shares Percent
Beneficially of
Reporting Person Owned Class
---------------- ------------ -------
Acuta Capital Partners, LLC 12,464,974 8.4%
Acuta Capital Fund, LP 9,656,029 6.5%
Anupam Dalal 12,464,974 8.4%
The funds managed by Acuta Capital Partners LLC, including Acuta
Capital Fund, LP, hold the Stock for the benefit of their investors
and have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Stock.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1411685/000149315221006482/formsc13g.htm
About VistaGen
Headquartered in San Francisco, California, VistaGen Therapeutics
-- http://www.vistagen.com-- is a clinical-stage biopharmaceutical
company developing new generation medicines for CNS diseases and
disorders where current treatments are inadequate, resulting in
high unmet need. VistaGen's pipeline is focused on clinical-stage
CNS drug candidates with a differentiated mechanism of action, an
exceptional safety profile in all clinical studies to date, and
therapeutic potential in multiple large and growing CNS markets.
VistaGen reported a net loss attributable to common stockholders of
$22.04 million for the fiscal year ended March 31, 2020, compared
to a net loss attributable to common stockholders of $25.73 million
for the fiscal year ended March 31, 2019. As of Dec. 31, 2020, the
Company had $109.27 million in total assets, $15.46 million in
total liabilities, and $93.81 million in total stockholders'
equity.
OUM & CO. LLP, in San Francisco, California, the Company's auditor
since 2006, issued a "going concern" qualification in its report
dated June 29, 2020, citing that the Company has not yet generated
sustainable revenues, has suffered recurring losses and negative
cash flows from operations and has a stockholders' deficit, all of
which raise substantial doubt about its ability to continue as a
going concern.
VYCOR MEDICAL: Accepts Resignation of Two Directors
---------------------------------------------------
Vycor Medical, Inc.'s Board of Directors accepted the tendered
resignations of Steven Girgenti and Lowell Rush as directors of the
Company for personal reasons, as disclosed in a Form 8-K filed with
the Securities and Exchange Commission. The resignations are
effective as of April 1, 2021. The Board expressed its
appreciation for Messrs. Girgenti's and Rush's many years of
service to the Company. There were no disagreements between the
Company and the directors on any matters.
About Vycor Medical
Vycor Medical (OTCQB: VYCO) -- http://www.vycormedical.com-- is
dedicated to providing the medical community with innovative and
superior surgical and therapeutic solutions. The company has a
portfolio of FDA cleared medical solutions that are changing and
improving lives every day. The company operates two business
units: Vycor Medical and NovaVision, both of which adopt a
minimally or non-invasive approach.
Vycor Medical reported a net loss available to common shareholders
of $1.12 million for the year ended Dec. 31, 2019, compared to a
net loss attributable to common shareholders of $1.70 million for
the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company
had $1.03 million in total assets, $2.85 million in total current
liabilities, $88,097 in operating lease liability, and a total
stockholders' deficiency of $1.91 million.
Prager Metis CPAs, LLC, in Hackensack, New Jersey, the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated March 27, 2020 citing that the Company has incurred
net losses since inception, including a net loss of $796,202 and
$1,379,356 for the years ended Dec. 31, 2019 and 2018
respectively,
and has not generated cash flows from its operations. As of Dec.
31, 2019, the Company had working capital deficiency of $541,070,
excluding related party liabilities of $1,248,904. These factors,
among others, raise substantial doubt regarding the Company's
ability to continue as a going concern.
WASHINGTON MUTUAL: 3rd Cir. Won't Rehear Challenge to $72M Deal
---------------------------------------------------------------
Law360 reports that the Third Circuit on Tuesday, March 23, 2021,
declined to rehear a former Washington Mutual Inc. shareholder's
challenge to a $72 million settlement of securities underwriters'
claims in the bank's Chapter 11 case, with a majority of the
circuit's judges voting against a rehearing.
The circuit court said in a brief order that it would not convene
an en banc rehearing of former WaMu preferred shareholder Alice
Griffin's challenge to a bankruptcy court ruling approving the
settlement after her motion did not receive enough support from the
members of the Third Circuit.
About Washington Mutual
Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.
Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owned
100% of the equity in WMI Investment.
When WaMu filed for protection from its creditors, it disclosed
assets of $32,896,605,516 and debts of $8,167,022,695. WMI
Investment estimated assets of $500 million to $1 billion with zero
debts.
WaMu was represented in the Chapter 11 case by Brian Rosen, Esq.,
at Weil, Gotshal & Manges LLP in New York City; Mark D. Collins,
Esq., at Richards, Layton & Finger P.A. in Wilmington, Del.; and
Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP. The Debtor tapped Valuation
Research Corporation as valuation service provider for certain
assets.
Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represented the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represented the
Equity Committee. The official committee of equity security holders
also tapped BDO USA as its tax advisor. Stacey R. Friedman, Esq.,
at Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath
& Cobb LLP in Wilmington, Del., represented JPMorgan Chase, which
acquired the WaMu bank unit's assets prior to the Petition Date.
Records filed Jan. 24, 2012, say that Washington Mutual Inc.,
former owner of the biggest U.S. bank to fail, has spent $232.8
million on bankruptcy professionals since filing its Chapter 11
case in September 2008.
As reported in the Troubled Company Reporter on March 21, 2012, the
Debtors disclosed that their Seventh Amended Joint Plan of
Affiliated Debtors, as modified, and as confirmed by order, dated
Feb. 23, 2012, became effective, marking the successful completion
of the Chapter 11 restructuring process.
WHO DAT?: Seeks to Hire Lugenbuhl Wheaton as Legal Counsel
----------------------------------------------------------
Who Dat?, Inc. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Louisiana to employ Lugenbuhl Wheaton Peck
Rankin & Hubbard as its legal counsel.
The firm will provide legal advice with respect to the operation of
the Debtor's business and management of its property, and will
perform other legal services necessary to administer the Debtor's
Chapter 11 case.
Lugenbuhl will be paid at these rates:
Attorneys $425 per hour
Associates $225 per hour
Paralegals $100 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
The retainer fee is $42,440.
Christopher Caplinger, Esq., a partner at Lugenbuhl, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Christopher T. Caplinger, Esq.
Lugenbuhl Wheaton Peck Rankin & Hubbard
601 Poydras St., Suite 2775
New Orleans, LA 70130
Tel: (504) 568-1990
Fax: (504) 310-9195
Email: ccaplinger@lawla.com
About Who Dat? Inc.
Who Dat?, Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D.
La. Case No. 21-10292) on March 8, 2021, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by Lugenbuhl Wheaton Peck Rankin & Hubbard.
WORK & SON: Wins Confirmation of Chapter 11 Plan
------------------------------------------------
Judge Caryl E. Delano has entered an order confirming Work & Son,
Inc.'s Second Amended Plan of Liquidation.
All objections to the Plan are overruled.
At the Confirmation Hearing, the following modifications to the
Plan were announced, which are incorporated into the Plan:
(a) Modification of Article 8.1 to strike the public action
requirement. Article 8.1 shall read,
8.1 General Overview of Plan. The Plan shall be funded from
the unrestricted Assets and future sale of the Assets and any
profits from the operation of the Debtor until the Assets are
liquidated. Until all of the Assets are liquidated, the
Post-Confirmation Trustee shall continue to operate the business of
the Debtor in a manner similar to his operation pre-confirmation.
(b) Modification of Article 6.11 to amend the timing of
distributions from Chapter 11 Trustee to the unsecured class.
Article 6.11 shall read,
6.11 Allowed Class 11 Unsecured Claims shall be paid in full
with such interest on an Allowed Claim calculated in accordance to
the terms of the agreements between the Debtor and the Holders of
the Allowed claim, or the judgment rate of interest if the claim is
based on a judgment, or the Available Funds are exhausted. The
Chapter 11 Trustee shall file a motion to approve distributions as
set forth on the proposed distribution schedule which shall be
served by negative notice providing parties with fourteen (14) days
to object. Allowed Class 11 claims will be paid on the later of 1)
fourteen days after receipt of the sales proceeds or the overfunded
trust amount to be paid by FSI, or 2) upon an order approving the
proposed distribution schedule to be filed by the Chapter 11
Trustee consisting of parties who have not filed timely objections
to the amounts set forth in the distribution schedule.
(c) Modification of Article 6.12 to amend the deposit
instructions for distributions to Equity. Article 6.12 shall read,
Class 12 represents the equity owners of the Debtor and
consists of Cliff Work and Keri Work. Equity Holders will retain
their equity interests in the Debtor but shall not have the right
to vote out or take action to remove the Post-Confirmation Trustee,
operate the Debtor, or otherwise interfere with the
Post-Confirmation Trustee's management of the Debtor and
administration of the Estate as provided in the Plan without an
order of the Bankruptcy Court. The Works dispute the amount of
their respective equity interests. The Post-Confirmation Trustee
shall continue to liquidate the Assets and operate the Debtor until
all Assets have been liquidated or abandoned.
To the extent that there are funds remaining after payment,
and a reserve for payment for Allowed Administrative Expense
Claims, Claims in Classes 1 through 11, and any reserve created
from time to time by the Post-Liquidation to Trustee for
operational expenses of the Debtor, including a reserve for the
fees of the Post-Confirmation Trustee and his professionals,
Holders of Allowed Class 12 Equity Interest Claims shall be
entitled to receive on account of their Allowed Class 12 Equity
Interest Claim a pro-rata share of Available Funds until the
Available Funds are exhausted. Provided however, Holders of Allowed
Class 11 Equity Interests Claims shall not be entitled to a
distribution until all of the Assets have been liquidated.
Notwithstanding the foregoing, if after paying or reserving
sufficient funds for payment of all Holders of Allowed
Administrative Expense Claims and Claims in Class 1 through Class
11 Claims and the creation of any reserve in an amount determined
by the Post-Confirmation Trustee in his sole discretion for the
operations of the Debtor and payment of existing and future fees
and costs of the Post-Confirmation Trustee and his professional,
the Post-Confirmation Trustee may make a pro-rata distribution to
Holders of Allowed Class 12 Equity Interest Claims.
Prior to receiving any distribution, Cliff Work and Keri Work shall
file with the Bankruptcy Court and serve the Post-Confirmation
Trustee and his counsel a joint statement signed by both parties
stating their agreed upon respective percentage equity interests in
the Debtor. The Post-Confirmation Trustee shall be entitled to rely
upon the joint statement in making any distribution to Equity
Holders. In the event that the Works cannot agree upon their
respective equity interests or fail to file and serve a joint
statement setting forth their respective equity interests and
percentages within ten (10) days of the Post-Confirmation Trustee
filing a notice of availability of funds for Holders of Equity
Interest Claims, the Post-Confirmation Trustee shall be authorized
to deposit any such funds equally into the trust account of Buddy
D. Ford P.A and the trust account of Solomon Law Group, P.A. and no
funds shall be withdrawn from either firm's trust account without
further order of the Court. The Post-Confirmation Trustee shall
have a lien on any funds deposited into either trust accounts to
pay any and all fees and costs he may incur if required to respond
to any discovery of either of the Works or other expenses and fees
incurred in connection with the Case.
Any dispute concerning funds deposited into trust accounts or the
Work's equity interests shall not prevent or constitute grounds to
prevent the closing of the Case or from discharging the Trustee.
A status conference is scheduled in this matter to be held on April
19, 2021 at 2:30 p.m. in Courtroom 9A, Sam M. Gibbons U.S.
Courthouse, 801 N. Florida Ave., Tampa, FL 33602.
About Work & Son
Work & Son Inc. and its affiliates, privately-held companies in the
funeral services industry, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 18-09917) on
Nov. 18, 2018. At the time of the filing, Work & Son estimated
assets of less than $50,000 and liabilities in the same range. The
Debtors tapped the Law Offices of Mary A. Joyner, PLLC as their
legal counsel.
WR GRACE: Moody's Lowers CFR to Ba3 on Albemarle Acquisition
------------------------------------------------------------
Moody's Investors Service downgraded W.R. Grace & Co.-Conn.'s
Corporate Family Rating to Ba3 from Ba2, Probability of Default
Rating to Ba3-PD from Ba2-PD, first lien senior secured credit
facility to Ba2 from Ba1 and unsecured notes to B1 from Ba3.
Moody's has assigned a Ba2 rating to the proposed $300 million
first lien term loan, which will be pari passu with the existing
senior secured credit facility. Moody's also upgraded the
Speculative Grade Liquidity rating to SGL-1 from SGL-2. The outlook
is stable.
"The downgrade follows the announced acquisition of Albemarle's
Fine Chemistry Services business and additional debt financing that
will result in elevated leverage and credit metrics that were
already stretched for the existing Ba2 rating," said Domenick R.
Fumai, Moody's Vice President and lead analyst for W.R. Grace &
Co.-Conn.
Downgrades:
Issuer: W.R. Grace & Co.-Conn.
Probability of Default Rating, Downgraded to Ba3-PD from Ba2-PD
Corporate Family Rating, Downgraded to Ba3 from Ba2
Gtd Senior Secured Bank Credit Facility, Downgraded to Ba2
(LGD2)from Ba1 (LGD2)
Gtd Senior Unsecured Regular Bond/Debenture, Downgraded to B1
(LGD5) from Ba3 (LGD6)
Senior Unsecured Regular Bond/Debenture, Downgraded to B1 (LGD5)
from Ba3 (LGD5)
Upgrades:
Issuer: W.R. Grace & Co.-Conn.
Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2
Assignments:
Issuer: W.R. Grace & Co.-Conn.
Gtd Senior Secured First Lien Term Loan , Assigned Ba2 (LGD2)
Outlook Actions:
Issuer: W.R. Grace & Co.-Conn.
Outlook, Changed To Stable From Rating Under Review
RATINGS RATIONALE
The downgrade reflects Moody's concerns that W.R.Grace's
acquisition of Albemarle's Fine Chemistry Services (FCS) business
for $570 million results in weaker credit metrics that have already
exceeded the current threshold for the Ba2 rating. Following the
acquisition of Albemarle polyolefin catalysts business, Grace's
absolute debt levels have remained elevated over the last several
years. In addition, the pandemic and a challenging macroeconomic
environment in 2020 resulted in even weaker credit metrics. Moody's
previously expected debt reduction and adjusted financial leverage
to be below 4.0x within 18 months following the Albemarle
acquisition in 2018. As of December 31, 2020, Grace's adjusted
Debt/EBITDA was about 6.6x, interest coverage measured 3.6x and
free cash flow-to-debt (FCF/Debt) was 4.2%.
While Moody's anticipates Grace's results will improve in FY 2021
as refinery utilization rates continue to recover, financial
performance in 2020 has underperformed expectations. The pandemic
has especially affected Refining Technologies, where FCC and HPC
sales sharply declined due to lower refining utilization rates and
deferred change-outs, while in Materials Technologies the coatings
and chemical processes sub-segments were also weak. Grace has seen
sequential improvement across all segments and with the addition of
FCS, Moody's expects further revenue and EBITDA growth in FY 2021.
Nevertheless, credit metrics are expected to remain more
commensurate with the Ba3 rating category. Moody's projects
adjusted financial leverage (Debt/EBITDA), which includes a
substantial underfunded/unfunded pension liability and leases, to
decline towards mid-5x by the end of FY 2021; however, balance
sheet debt is not expected to materially decrease over the next
several years despite the expectation that annual free cash flow
generation will be approximately $100 million.
Grace will fund the acquisition with a combination of $300 million
in an incremental term loan and a $270 million non-participating
perpetual preferred equity issued out of new subsidiary that will
have no payment for the first two years and 12% payment-in-kind
(PIK) dividend thereafter. While Moody's gives a large amount of
equity credit to the preferred equity, it is expected that Grace
will redeem the preferred shares after two years using a majority
of its existing cash balance and free cash flow generated over the
next two years, thus limiting any meaningful debt reduction.
The acquisition will add about $160 million in revenue and $60
million in EBITDA in FY 2021 on a full-year run rate basis and
represents a 9.5x EV/EBITDA multiple. FCS manufactures high-value
regulatory starting materials (RSMs), intermediates, active
pharmaceutical ingredients (APIs) and agrochemicals. Moody's
believes this complements Grace's existing pharma portfolio;
however, the acquisition also introduces integration risk. Grace is
already a leading supplier of silica materials and fine chemicals,
and this transaction expands its Pharma & Consumer business, which
is less cyclical than its Catalysts Technologies segment, to more
than half of Materials Technologies' revenue. Moreover, the
acquisition reduces its dependence on FCC/HPC sales that are tied
to the refinery industry and face longer-term structural
challenges.
Grace's Ba3 rating is supported by strong market positions in
several key end markets, including the leader in the global
polyolefin catalyst industry and specialty silica gels, significant
R&D capabilities and favorable industry prospects due to increased
global environmental regulations and policies, a focus on
sustainability initiatives, as well as positive demographic trends.
Grace's business profile further benefits from high barriers to
entry, a good operating track record with attractive EBITDA
margins, and the ability to generate free cash flow through
economic cycles compared to a number of comparably rated peers in
the chemical industry. The rating also considers the company's good
liquidity position.
The rating is constrained by Moody's expectations that although
leverage will decline from current levels, it will remain elevated
through FY 2022 and possibly longer. The rating further
incorporates Moody's view that Grace has shifted to a more
aggressive financial policy, which includes a willingness to incur
debt to fund strategic acquisitions and prioritize
shareholder-friendly activities, and with the presence of activist
investor 40 North, the company is likely to maintain an aggressive
financial policy. The rating also factors modest business diversity
with a significant emphasis on catalysts, though Moody's believes
the recently announced acquisition and strategic tuck-ins in
Material Technologies will further reduce dependence on catalysts.
The SGL-1 Speculative Grade Liquidity rating indicates very good
liquidity to support operations in the near term, including
approximately $306 million of balance sheet cash and cash
equivalents and approximately $392 million of availability under
its $400 million revolving credit facility and about $40 million of
availability under foreign credit facilities as of December 31,
2020.
Pro forma for the transaction, debt capital is comprised of $1.25
billion (approximately $1.23 billion outstanding) first lien term
loans, $400 million first lien senior secured revolving credit
facility, $300 million 5.625% unsecured notes due 2024 and $750
million 4.875% unsecured notes due 2027. The Ba2 rating on the
first lien term loans, one notch above the Ba3 CFR, reflects a
first lien position on substantially all assets. The B1 rating on
the unsecured notes, a notch below the CFR, indicates their
subordination as a result of the significant amount of first lien
debt in the capital structure.
The stable outlook assumes that Grace will successfully de-lever
over the next 2-3 years as profitability recovers and the Fine
Chemistry Services acquisition is efficiently integrated
contributing to additional revenue and EBITDA. Moody's also expects
Grace to maintain an excellent liquidity position during the rating
horizon. The stable outlook further assumes that an agreement with
activist investor, 40 North, does not result in any materially
adverse actions towards creditors.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade is unlikely at this time, but Moody's could upgrade the
ratings with expectations for adjusted financial leverage sustained
near 4.0x (Debt/EBITDA), interest coverage maintained above 6.0x
(EBITDA/Interest), retained cash flow-to-debt sustained above 15%
(RCF/Debt) and more balanced financial policies that include gross
debt reduction. An upgrade would also assume a reduction in event
risk such that the size of future acquisitions would not raise pro
forma leverage meaningfully above 5.0x for a sustained period.
Moody's could downgrade the ratings with expectations for adjusted
financial leverage sustained above 5.0x, interest coverage below
4.0x, or retained cash flow-to-debt sustained below 10%, a
significant deterioration in the company's liquidity position or a
change in financial policies as a result of an unfavorable
resolution with 40 North, including another large debt-financed
acquisition, could also have negative rating implications.
The principal methodology used in these ratings was Chemical
Industry published in March 2019.
Headquartered in Columbia, MD., W.R. Grace & Co. is the ultimate
parent of W.R. Grace & Co. -- Conn. Grace manufactures specialty
chemicals and materials operating and/or selling in over 60
countries. The company has two reporting segments: Catalysts
Technologies and Materials Technologies. Catalysts Technologies is
a globally diversified business that includes refining, polyolefin
and chemicals catalysts. Materials Technologies includes specialty
materials such as silica-based and silica-alumina-based materials
used in consumer/pharmaceutical, chemical processes and coatings
applications. Grace generated approximately $1.73 billion of sales
for the year ended December 31, 2020.
[*] American Lawyer Names Nancy Mitchell a "Dealmaker of the Year"
------------------------------------------------------------------
The American Lawyer has named O'Melveny partner Nancy Mitchell to
its prestigious 2021 "Dealmakers of the Year" list.
The exclusive awards honor lawyers who advised on the most
impressive and significant matters during the prior year. The
American Lawyer noted that 2020 was "a year unlike any other" and
that the honorees "overcame unusual obstacles to deliver for their
clients."
Mitchell, a partner in O'Melveny's Bankruptcy & Restructuring
Practice, was recognized for leading the team assembled by
California Governor Gavin Newsom to develop a legal and regulatory
plan to right the state's teetering electric utilities in the wake
of the state's deadly wildfires. The work led to legislation Newsom
signed into law that created a groundbreaking fund to stabilize the
investor-owned utility market in California and provided a
framework for PG&E Corp. to emerge from Chapter 11.
"Following the deadliest and most destructive wildfire in
California's history, PG&E Corp… sought bankruptcy protection in
January 2019 after amassing $30 billion in liabilities from the
blaze. This was no ordinary bankruptcy case . . . After more than a
year-and-a-half of negotiating, Mitchell and her team ultimately
developed a $59 billion reorganization plan," wrote The American
Lawyer.
About O'Melveny
O’Melveny -- https://www.omm.com/ -- is a global law firm with 15
offices. It is home to a talented team of more than 750 lawyers
who help its clients grow, protect their assets, and navigate the
challenges of complex law and regulation.
[*] BDO Says Retail Bankruptcies Slow Down But Trouble Remains
--------------------------------------------------------------
BDO USA in March released its bi-annual U.S. retail bankruptcy
update.
The COVID-19 pandemic served as a catalyst for a slew of bankruptcy
filings by struggling retailers. Along with existing consumer
preference shifts and continuing e-commerce growth, the pressures
of government-mandated store closures pushed retailers already in
crisis to the precipice.
2020 resulted in the largest number of retail bankruptcies filed
since the financial crisis in 2009. However, the pace of Chapter
11 filings curbed off at the end of 2020, making the numbers less
bleak than originally expected. This underscores the efficacy of
retailers' resilience throughout the pandemic, including their
ability to make faster decisions, respond to unforeseen demand
shifts, and adjust their supply chains for stronger omnichannel
execution. However, retailers should not rely entirely on the
changes made mid-pandemic to sustain momentum. Shifts like
buy-online-pickup-in-store (BOPIS) and e-commerce capabilities are
now the baseline, and it’s time for retailers to think through
their businesses' post-pandemic vision to keep their revenues up
and risk of bankruptcy low.
BDO USA counted 35 major retail bankruptcies last 2020 -- the most
since the financial crisis -- though the pace slowed significantly
after Labor Day, with only six filings, and four more in January
2021.
There were 15 major filings in the first half of 2020, then 14 in
the 3rd quarter-- including Brooks Brothers and Le Tote/Lord &
Taylor. However, there was a clear slowdown in retail bankruptcy
filings after Labor Day, with only six in the 4th quarter,
including Guitar Center and Francesca's. In addition, there were
four bankruptcy filings in January 2021, only two of which were by
retailers with more than 25 stores (Christopher & Banks and
L'Occitane).
According to BDO, some retailers that hung on through the holiday
season with expectations of capturing Q4 sales upticks may have
been disappointed. The National Retail Federation (NRF) says
holiday sales grew 8.3% -- the highest growth rate on record --
with year-over-year gains in six of nine categories, but declines
most notably in electronics and appliance stores (-14.4%) and in
clothing and clothing/accessory stores (-14.9%). Meanwhile, the
latest U.S. Department of Commerce figures show total retail sales
in 2020 increased 6.9%. This marks the highest growth since 1999
and the first time in history that e-commerce sales accounted for
all of retail sales gains, indicating that sales through all other
channels—including brick-and-mortar stores—declined.
[*] Washington Court OKs Plan Exculpation & Release Provisions
--------------------------------------------------------------
Mark Douglas and Dan Prieto of Jones Day wrote an article on
JDSupra titled "Washington Bankruptcy Court Approves Chapter 11
Plan Exculpation and Release Provisions."
There is longstanding controversy concerning the validity of
release and exculpation provisions in non-asbestos trust chapter 11
plans that limit the potential exposure of various parties involved
in the process of negotiating, implementing and funding the plan.
The U.S. Bankruptcy Court for the Eastern District of Washington
recently contributed to the extensive body of case law addressing
these issues in In re Astria Health, 623 B.R. 793 (Bankr. E.D.
Wash. 2021). The court ruled that the Bankruptcy Code did not
prohibit and, instead, authorized a chapter 11 plan to include a
plan exculpation clause and voluntary nondebtor releases. Its
reasoning could signal that courts in the Ninth Circuit may be less
hostile to such provisions than in the past.
Releases v. Exculpation Clauses
Releases can provide for the relinquishment of both prepetition and
postpetition claims belonging to the debtor or nondebtor third
parties (e.g., creditors) against various nondebtors. Exculpation
clauses, by contrast, specify the scope of, or the standard of care
governing, an exculpated party's liability (e.g., ordinary
negligence, gross negligence or willful misconduct) for conduct
during the course of the bankruptcy case. See In re Murray
Metallurgical Coal Holdings, LLC, 2021 WL 105622, *40 (Bankr. S.D.
Ohio Jan. 11, 2021); In re Friedman's, Inc., 356 B.R. 758, 764
(Bankr. S.D. Ga. 2005); see also Blixseth v. Credit Suisse, 961
F.3d 1074, 1084 (9th Cir. 2020) (distinguishing releases and
exculpation clauses). Both releases and exculpation clauses have
become common features of chapter 11 plans, but nondebtor releases
are more controversial.
Validity of Chapter 11 Plan Releases and Exculpation Clauses
It is generally accepted that a chapter 11 plan can release
nondebtors from claims of other nondebtor third parties if the
release is consensual. See generally Collier on Bankruptcy ¶
524.05 (16th ed. 2020) (citing cases). Such consensual releases are
commonly agreed upon by creditors in connection with their vote to
accept the plan. In addition, a plan that establishes a trust under
section 524(g) of the Bankruptcy Code to fund payments to asbestos
claimants can enjoin litigation against certain third parties
(e.g., entities related to the debtor or its insurers) alleged to
be liable for the debtor's conduct. See 11 U.S.C. § 524(g)(4).
The circuit courts of appeals are split as to whether a bankruptcy
court has the authority to approve chapter 11 plan provisions that,
over the objection of creditors or other stakeholders, release
specified nondebtors from liability or enjoin dissenting
stakeholders from asserting claims against such nondebtors. The
minority view, held by the Fifth and Tenth Circuits—and until
2020, arguably the Ninth Circuit (see below)—bans such
nonconsensual releases on the basis that they are prohibited by
section 524(e) of the Bankruptcy Code, which provides generally
that "discharge of a debt of the debtor does not affect the
liability of any other entity on, or the property of any other
entity for, such debt." See Bank of N.Y. Trust Co. v. Official
Unsecured Creditors' Comm. (In re Pac. Lumber Co.), 584 F.3d 229
(5th Cir. 2009); Resorts Int'l, Inc. v. Lowenschuss (In re
Lowenschuss), 67 F.3d 1394 (9th Cir. 1995); In re W. Real Estate
Fund, Inc., 922 F.2d 592 (10th Cir. 1990); see also Blixseth, 961
F.3d at 1083-84 (suggesting, contrary to Lowenschuss and other
previous rulings, that section 524(e) does not preclude certain
nondebtor plan releases of claims that are not based on the debt
discharged by the plan).
On the other hand, the majority of the circuits that have
considered the issue have found such releases and injunctions
permissible under certain circumstances. See SE Prop. Holdings, LLC
v. Seaside Eng'g & Surveying, Inc. (In re Seaside Eng'g &
Surveying, Inc.), 780 F.3d 1070 (11th Cir. 2015); In re Airadigm
Commc'ns, Inc., 519 F.3d 640 (7th Cir. 2008); In re Dow Corning
Corp., 280 F.3d 648 (6th Cir. 2002); In re Drexel Burnham Lambert
Grp., Inc., 960 F.2d 285 (2d Cir. 1992); In re A.H. Robins Co.,
Inc., 880 F.2d 694 (4th Cir. 1989). For authority, these courts
generally rely on section 105(a) of the Bankruptcy Code, which
authorizes courts to "issue any order, process, or judgment that is
necessary or appropriate to carry out the provisions of [the
Bankruptcy Code]." Moreover, as the Seventh Circuit held in
Airadigm, the majority view is that section 524(e) does not limit a
bankruptcy court's authority to grant such releases. Airadigm, 519
F.3d at 656 ("If Congress meant to include such a limit, it would
have used the mandatory terms 'shall' or 'will' rather than the
definitional term 'does.' And it would have omitted the
prepositional phrase 'on, or … for, such debt,' ensuring that the
'discharge of a debt of the debtor shall not affect the liability
of another entity'—whether related to a debt or not.").
Some courts have also relied on section 1123(b)(6) of the
Bankruptcy Code, which provides that a chapter 11 plan may "include
any other appropriate provision not inconsistent with the
applicable provisions of [the Bankruptcy Code]," as authority for
involuntary releases. See Airadigm, 519 F.3d at 657; In re Scrub
Island Dev. Grp. Ltd., 523 B.R. 862, 875 (Bankr. M.D. Fla. 2015).
The First and D.C. Circuits have suggested that they agree with the
"pro-release" majority that finds such provision permissible under
certain circumstances. See In re Monarch Life Ins. Co., 65 F.3d 973
(1st Cir. 1995) (a debtor's subsidiary was collaterally estopped by
a plan confirmation order from belatedly challenging the
jurisdiction of the bankruptcy court to permanently enjoin lawsuits
against the debtor's attorneys and other nondebtors not
contributing to the debtor's reorganization); In re AOV Indus., 792
F.2d 1140 (D.C. Cir. 1986) (a plan provision releasing liabilities
of nondebtors was unfair because the plan did not provide
additional compensation to a creditor whose claim against the
nondebtor was being released; adequate consideration must be
provided to a creditor forced to release claims against
nondebtors).
In In re Millennium Lab Holdings II, LLC, 945 F.3d 126 (3d Cir.
2019), the Third Circuit refrained from "broadly sanctioning the
permissibility of nonconsensual third-party releases in bankruptcy
reorganization plans," but, based on the "specific, exceptional
facts" of the case, upheld a lower court decision confirming a
chapter 11 plan containing nonconsensual third-party releases,
finding that the order confirming the plan did not violate Article
III of the U.S. Constitution.
Even courts in the majority camp acknowledge that nonconsensual
plan releases should be approved only in rare or usual cases. See
Seaside, 780 F.3d at 1078; Nat'l Heritage Found., Inc. v.
Highbourne Found., 760 F.3d 344, 347-50 (4th Cir. 2014); Behrmann
v. Nat'l Heritage Found., 663 F.3d 704, 712 (4th Cir. 2011); In re
Metromedia Fiber Network, Inc., 416 F.3d 136, 141-43 (2d Cir.
2005).
Majority-view courts employ various tests to determine whether such
releases are appropriate. Factors generally considered by courts
evaluating third-party plan releases or injunctions include whether
they are essential to the reorganization, whether the parties being
released have made or are making a substantial financial
contribution to the reorganization, and whether affected creditors
overwhelmingly support the plan. See Dow Corning, 280 F.3d at 658
(listing factors).
Exculpation provisions have generally been approved provided the
scope of the provisions is not overbroad. See, e.g., Murray
Metallurgical, 2021 WL 105622, at *42 (approving an exculpation
provision that extended protection to non-estate fiduciaries for
claims that might be asserted against them based on the
restructuring and also provided a carve-out for gross negligence,
intentional fraud and willful misconduct; extension of the
provision to acts and omissions occurring prepetition was not
overly broad); In re Aegean Marine Petroleum Network Inc., 599 B.R.
717, 721 (Bankr. S.D.N.Y. 2019) (noting that "an appropriate
exculpation provision should say that it bars claims against the
exculpated parties based on the negotiation, execution, and
implementation of agreements and transactions that were approved by
the Court").
In Blixseth, the Ninth Circuit held that nothing in the Bankruptcy
Code—including section 524(e)—precludes plan exculpation
clauses, and that such clauses may be approved under sections
105(a) and 1123(b)(6). In so ruling, the court wrote:
Section 524(e) establishes that "discharge of a debt of the debtor
does not affect the liability of any other entity on … such
debt." … In other words, "the discharge in no way affects the
liability of any other entity … for the discharged debt."… By
its terms, § 524(e) prevents a bankruptcy court from extinguishing
claims of creditors against non-debtors over the very debt
discharged through the bankruptcy proceedings.
* * *
A bankruptcy discharge thus protects the debtor from efforts to
collect the debtor's discharged debt indirectly and outside of the
bankruptcy proceedings; it does not, however, absolve a
non-debtor's liabilities for that same "such" debt.
Blixseth, 961 F.3d at 1082–83 (citations omitted); accord In re
PWS Holding Corp., 228 F.3d 224, 245–46 (3d Cir. 2000). The Ninth
Circuit also distinguished its previous rulings regarding section
524(e)'s preclusion of third-party plan releases. All of those
cases, the court wrote, "involved sweeping nondebtor releases from
creditors' claims on the debts discharged in the bankruptcy, not
releases of participants in the plan development and approval
process for actions taken during those processes." Blixseth, 961
F.3d at 1083–84.
Although Blixseth involved an exculpation clause, the Ninth
Circuit's reasoning arguably indicates that section 524(e) does not
preclude nondebtor chapter 11 plan releases, provided the claims
released are not based on the "debt" discharged under the plan,
such as claims against co-obligors or guarantors). Thus, with this
caveat, the Ninth Circuit arguably joined the majority camp on the
validity of certain kinds of nondebtor releases.
Astria Health
Astria Health ("Astria") owned and operated hospitals and health
care clinics in Washington. It filed for chapter 11 protection in
May 2019 in the Eastern District of Washington. Astria clashed with
its main secured creditor and postpetition lender, Lapis Advisers
LP ("Lapis"), and Astria's unsecured creditors' committee
("committee") on many aspects of the case during the next year.
However, the combatants ultimately reached a global settlement
incorporated into a plan of reorganization that all voting classes
accepted by significant margins.
The chapter 11 plan included the following release and exculpation
provisions as part of the settlement:
Key case participants, including Astria, Lapis, the committee,
directors and certain other parties would be exculpated from
liability arising from their postpetition conduct in connection
with, among other things, the chapter 11 case or formulating,
confirming or implementing the plan or any related agreements,
except for liability stemming from any act or omission determined
to be gross negligence or willful misconduct.
Astria and its estate would release substantially the same entities
from all causes of action arising from or related in any way to,
among other things, Astria, its assets, management of Astria, the
chapter 11 case or any restructuring of claims or interests
undertaken prior to the plan's effective date.
Various non-debtors, including creditors that voted to accept the
plan and did not affirmatively opt out of the third-party release
on their plan ballots, would release substantially the same parties
for similar claims.
Therefore, under the plan, an individual creditor would not release
any nondebtor unless the creditor voted to accept the plan and did
not opt out of the releases on its ballot. The plan did not treat
creditors that elected not to opt out differently from those that
made the opt-out election.
The Office of the U.S. Trustee ("UST") objected to confirmation of
the plan, arguing that the plan's release and exculpation
provisions were overbroad and inconsistent with Ninth Circuit
precedent.
The Bankruptcy Court's Ruling
The bankruptcy court overruled the UST's objections and confirmed
Astria's chapter 11 plan.
Initially, Bankruptcy Judge Whitman L. Holt explained that
lawmakers "recognized the futility of any exercise to anticipate
the boundless issues requiring treatment in a given chapter 11
plan." For this reason, Congress included section 1123(b)(6) in the
Bankruptcy Code, which "invites creativity in drafting a plan" and
permits plan proponents to tailor a plan to the particular
requirements of any given case, provided the terms of the plan are
not inconsistent with other provisions of the Bankruptcy Code.
Because nothing in the Bankruptcy Code prohibits (or even
addresses) exculpation provisions in a plan, Judge Holt reasoned,
section 1123(b)(6) permits such plan provisions—a conclusion that
the Ninth Circuit validated in Blixseth. He rejected the UST's
argument that the exculpation clause was improperly broad because
it: (i) covered conduct during the entire postpetition period; (ii)
included parties with no role in the reorganization or who were not
bankruptcy estate fiduciaries; and (iii) excused culpable conduct.
According to Judge Holt, "[a]n exculpation provision may sweep
broadly and cover the entire period after the filing of a
bankruptcy petition" because establishing a standard of care in the
bankruptcy case that shields parties from liability under state law
is clearly within a bankruptcy court's power and exclusive
jurisdiction. He further explained that all of the parties covered
by the clause played a significant role during the chapter 11 case
and "engaged in conduct potentially subject to second guessing or
hindsight-driven criticism."
Judge Holt noted that, although some courts in other jurisdictions
limit exculpation to estate fiduciaries, the Ninth Circuit
considered the question and expressly declined to do so in
Blixseth. He further reasoned that such a limitation would be
inconsistent with section 1125(e), which protects parties,
including creditors who are not estate fiduciaries, from liability
for good-faith acts related to soliciting votes for a plan. The
judge explained that, if the Bankruptcy Code provides such
protection for a creditor who is a plan proponent, "then logic and
fairness would not be served by excluding the same creditor from
participating in plan-based exculpation," particularly if the party
actively participated in and contributed to the progress of the
bankruptcy case.
Finally, the judge concluded that the exculpation provision was not
overly broad because it expressly carved out gross negligence or
willful misconduct, consistent with requirements several other
courts have "imposed to prevent exculpation clauses from
transforming into overbroad releases."
Next, Judge Holt ruled that the plan's release of claims belonging
to the estate was appropriate. However, instead of relying on
section 1123(b)(6), he invoked section 1123(b)(3)(A), which
provides that a plan may provide for "the settlement or adjustment
of any claim or interest belonging to the debtor or to the estate."
According to Judge Holt, the proposed estate releases satisfied
Ninth Circuit precedent governing the approval of settlements, even
applying heightened scrutiny to compromises or releases benefiting
insiders. Among other things, he wrote, "the plan's global
settlement, including the releases of estate claims, is in the
paramount interests of creditors as evidenced by key stakeholder
support for confirmation and the overwhelming acceptance of the
plan by voting classes."
Finally, Judge Holt held that the plan's release of claims of
nondebtors against other nondebtors did not violate section 524(e)
and was appropriate under section 1123(b)(6).
In Blixseth, he explained, the Ninth Circuit "clarified and
corrected [the] misguided conventional wisdom" regarding section
524(e). According to Judge Holt, Blixseth clarified that the
limitation in section 524(e) applies only to a "debt" owed by the
debtor, thereby precluding a court from "'extinguishing claims of
creditors against nondebtors over the very debt discharged through
the bankruptcy proceedings'" (quoting Blixseth, 961 F.3d at 1082).
"Based on this crucial distinction," Judge Holt wrote, "section
524(e) prevents a chapter 11 plan from releasing a nondebtor
co-obligor of the debtor from liability on a common claim, but is
inapplicable to the release of other claims against the nondebtor."
Therefore, he ruled, "a release of these other claims is …
permissible using the bankruptcy court's residual reorganizational
powers under the circumstances." Because the nondebtor releases in
Astria's plan did not relate to any liability common to Astria and
any released party, Judge Holt concluded that "section 524(e) has
no relevance to the court's evaluation."
In addition, Judge Holt explained that the nondebtor releases were
"entirely consensual under any framework" because: (i) individual
creditors would not release any nondebtors unless the creditors
affirmatively voted to accept the plan and separately elected not
to opt out; and (ii) any creditor who declined to provide a release
would not be penalized.
Based on all of the foregoing, Judge Holt held that the nondebtor
releases "are a feature permissibly included in a plan pursuant to
Bankruptcy Code section 1123(b)(6)."
Outlook
In Astria Health, the bankruptcy court concluded that the rationale
applied by the Ninth Circuit in Blixseth to plan exculpation
clauses applied to the consensual, nondebtor releases included in
the debtor's chapter 11 plan. Even so, it would be premature to
declare that the Ninth Circuit rests firmly in the majority camp on
the validity of nondebtor releases. The Ninth Circuit did not
consider the validity of a nondebtor release in a chapter 11 plan
in Blixseth, but the court's analysis of the scope of section
524(e) suggests that such releases should not be barred by the
Bankruptcy Code.
It bears adding that neither Astria Health nor Blixseth involved
involuntary nondebtor releases. Thus, these rulings do not clarify
the Ninth Circuit's approach to this controversial issue.
*********
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